23-0.5-1-6Terms dependent on facts ascertainable outside the plan or filed document; articles of amendment

IC 23-0.5-1-1Short title

Sec. 1. This article may be cited as the Uniform Business Organizations Administrative Provisions Act (2018).

IC 23-0.5-1-2Application

IC 23-0.5-1-3Application; exceptions

(1) an agricultural cooperative formed under IC 15-12, except for purposes of IC 23-0.5-4;

IC 23-0.5-1-4Delivery of record

Sec. 4. (a) Except as otherwise provided in this article, permissible means of delivery of a record include delivery by hand, the United States Postal Service, commercial delivery service, and electronic transmission.

(b) Delivery to the secretary of state is effective only when a record is received by the secretary of state.

IC 23-0.5-1-5Rules and procedures

(2) prescribe procedures that are reasonably necessary to perform the duties required of the secretary of state under this article.

IC 23-0.5-1-6Terms dependent on facts ascertainable outside the plan or filed document; articles of amendment

(1) provision under this article permits any of the terms of a filed document to be dependent on facts objectively ascertainable outside the filed document; and

(2) filed document includes terms that are dependent on facts described in subdivision (1);

the manner in which the facts will operate upon the terms of the filed document and the manner in which the facts will become operative must be set forth in the filed document.

(1) Any of the following that are available in a nationally recognized news or information medium either in print or electronically:

(2) A determination made or action taken by any person, including the entity or any other party to a filed document.

(3) The terms of or actions taken under an agreement to which the entity is a party or any other agreement or document.

(4) The number of authorized interests and designation of each class or series of interests.

(6) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.

(d) If a provision of a filed document is made dependent on a fact ascertainable outside the filed document and:

(1) the fact is not ascertainable by reference to a source described in subsection (b)(1) or a document that is a matter of public record; and

(2) the affected interest holders have not received notice of the fact from the entity;

the entity shall file with the secretary of state articles of amendment setting forth the fact promptly after the time the fact referred to is first ascertainable or changes.

(1) are considered to be authorized by the authorization of the original filed document; and

IC 23-0.5-1.5-1Application of definitions

Sec. 1. Except as otherwise provided by this article, the definitions set forth in this chapter apply throughout this article.

IC 23-0.5-1.5-2"Biennial report"

IC 23-0.5-1.5-3"Business corporation"

Sec. 3. "Business corporation" means a domestic business corporation incorporated under or subject to IC 23-1, IC 23-1.3, or IC 23-1.5 or a foreign business corporation.

IC 23-0.5-1.5-4"Commercial registered agent"

Sec. 4. "Commercial registered agent" means a person listed under IC 23-0.5-4-4.

IC 23-0.5-1.5-4.2"Contact address"

Sec. 4.2. "Contact address" means the residence address of a governing person of an entity, whether or not that residence is in Indiana, or the address of the customer of a commercial mail receiving agency with which a governing person of an entity has a valid commercial mail receiving agreement established with the United States Postal Service as long as the information required by IC 23-0.5-8-4 is provided to the secretary of state's office.

IC 23-0.5-1.5-5"Domestic"

Sec. 5. "Domestic", with respect to an entity, means governed as to its internal affairs by the law of Indiana.

IC 23-0.5-1.5-6"Economic interest"

Sec. 6. "Economic interest" means an interest holder's economic rights in an entity, including the interest holder's share of the profits and losses of the entity and the right to receive distributions from the entity.

IC 23-0.5-1.5-7"Effective date"

Sec. 7. "Effective date", when referring to a record filed by the secretary of state, means the time and date determined in accordance with IC 23-0.5-2-3.

IC 23-0.5-1.5-8"Entity"

(2) a business trust, a trust with a predominately donative purpose, or a charitable trust;

(B) is not a partnership under the rules stated in IC 23-4-1-7 or a similar provision of the law of another jurisdiction;

IC 23-0.5-1.5-9"Entity filing"

Sec. 9. "Entity filing" means a record delivered to the secretary of state for filing under this article.

IC 23-0.5-1.5-10"Filed record"

Sec. 10. "Filed record" means a record filed by the secretary of state under this article.

IC 23-0.5-1.5-11"Filing entity"

Sec. 11. "Filing entity" means a business corporation, a nonprofit corporation, a limited liability partnership, a limited partnership, or a limited liability company.

IC 23-0.5-1.5-12"Foreign"

Sec. 12. "Foreign", with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than Indiana.

IC 23-0.5-1.5-13"General partnership"

Sec. 13. "General partnership" means a domestic general partnership formed under or subject to IC 23-4-1 or a foreign general partnership. The term includes a limited liability partnership except for the purposes of IC 23-0.5-3-4.

IC 23-0.5-1.5-14"Governance interest"

Sec. 14. "Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governing person, agent, assignee, or proxy, to:

(1) receive or demand access to information concerning, or the books and records of, the entity;

(2) vote for or consent to the election of the governing persons of the entity; or

(3) receive notice of or vote on or consent to an issue involving the internal affairs of the entity.

IC 23-0.5-1.5-15"Governing person"

(7) any other individual under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed under the organic law and organic rules of the entity.

IC 23-0.5-1.5-16"Interest"

(3) a governance interest or economic interest in any other type of unincorporated entity.

IC 23-0.5-1.5-17"Interest holder"

IC 23-0.5-1.5-18"Jurisdiction"

Sec. 18. "Jurisdiction", used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

IC 23-0.5-1.5-19"Jurisdiction of formation"

Sec. 19. "Jurisdiction of formation" means the jurisdiction whose law includes the law for formation of an entity.

IC 23-0.5-1.5-20"Limited liability company"

Sec. 20. "Limited liability company" means a domestic limited liability company formed under or subject to IC 23-18, a domestic series limited liability company formed under or subject to IC 23-18.1, a foreign limited liability company, or a foreign series limited liability company.

IC 23-0.5-1.5-21"Limited liability partnership"

Sec. 21. "Limited liability partnership" means a domestic limited liability partnership registered under or subject to IC 23-4-1-45 through IC 23-4-1-46 or a foreign limited liability partnership.

IC 23-0.5-1.5-22"Limited partnership"

Sec. 22. "Limited partnership" means a domestic limited partnership formed under or subject to IC 23-16 or a foreign limited partnership.

IC 23-0.5-1.5-23"Noncommercial registered agent"

Sec. 23. "Noncommercial registered agent" means a person that is not a commercial registered agent and is:

(1) an individual or domestic or foreign entity that serves in this state as the registered agent of an entity; or

(2) an individual who holds the office or other position in an entity which is designated as the registered agent under IC 23-0.5-4-3(b)(2).

IC 23-0.5-1.5-24"Nonprofit corporation"

Sec. 24. "Nonprofit corporation" means a domestic nonprofit corporation incorporated under or subject to IC 23-17 or a foreign nonprofit corporation.

IC 23-0.5-1.5-25"Nonregistered foreign entity"

Sec. 25. "Nonregistered foreign entity" means a foreign entity that is not registered to do business in Indiana under a statement of registration filed by the secretary of state.

IC 23-0.5-1.5-26"Organic law"

Sec. 26. "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity.

IC 23-0.5-1.5-27"Organic rules"

Sec. 27. "Organic rules" means the public organic record and private organic rules or governing agreements of an entity.

IC 23-0.5-1.5-28"Person"

Sec. 28. "Person" means an individual, business corporation, nonprofit corporation, general partnership, limited partnership, limited liability company, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

IC 23-0.5-1.5-29"Principal office"

Note: This version of section effective until 1-1-2026. See also following version of this section, effective 1-1-2026.

Sec. 29. "Principal office" means the principal executive office of an entity, whether or not the office is located in Indiana.

IC 23-0.5-1.5-29"Principal office"

Note: This version of section effective 1-1-2026. See also preceding version of this section, effective until 1-1-2026.

Sec. 29. (a) Except as provided in subsection (b), "principal office" means the usual place of business, headquarters, or other office at which a governing person of an entity is commonly present.

(b) For entities subject to IC 23-0.5-8-4, "principal office" means an entity's contact address.

IC 23-0.5-1.5-30"Private organic rules"

Sec. 30. "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes:

IC 23-0.5-1.5-31"Proceeding"

Sec. 31. "Proceeding" includes a civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action.

IC 23-0.5-1.5-32"Property"

Sec. 32. "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest in such property.

IC 23-0.5-1.5-33"Public organic record"

filed by the secretary of state and any amendment or restatement of that record.

IC 23-0.5-1.5-34"Receipt"

Sec. 34. "Receipt" means actual receipt as distinguished from constructive receipt. "Receive" has a corresponding meaning.

IC 23-0.5-1.5-35"Record"

Sec. 35. "Record", used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

IC 23-0.5-1.5-36"Registered agent"

Sec. 36. "Registered agent" means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The term includes a commercial registered agent and a noncommercial registered agent.

IC 23-0.5-1.5-37"Registered agent filing"

IC 23-0.5-1.5-38"Registered foreign entity"

Sec. 38. "Registered foreign entity" means a foreign entity that is registered to do business in Indiana under a statement of registration filed by the secretary of state.

IC 23-0.5-1.5-39"Regulated entity"

Sec. 39. "Regulated entity" means a bank, a savings bank, a savings association, a corporate fiduciary, a credit union, an industrial loan and investment company, a surety company, a trust company, a safe deposit company, a railroad corporation, an insurance company, and a building and loan association.

IC 23-0.5-1.5-40"Represented entity"

IC 23-0.5-1.5-41"Sign"

(2) to attach to or logically associate with the record an electronic symbol, sound, or process.

IC 23-0.5-1.5-42"State"

Sec. 42. "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

IC 23-0.5-1.5-43"Transfer"

IC 23-0.5-1.5-44"Written"

Sec. 44. "Written" means inscribed on a tangible medium. "Writing" has a corresponding meaning.

23-0.5-2-6Filing of documents by secretary of state; refusal to file; appeal

23-0.5-2-8Certificates of existence, registration, or fact; issuance

23-0.5-2-13Biennial report; contents; delivery; statement of change

23-0.5-2-14Required reporting of ownership information by a health care entity

IC 23-0.5-2-1Requirements; filing fee

Note: This version of section effective until 1-1-2026. See also following version of this section, effective 1-1-2026.

Sec. 1. (a) To be filed by the secretary of state under this article, an entity filing must be received by the secretary of state, comply with this article, and satisfy the following:

(2) The entity filing must be transferred to the secretary of state by hand, mail, or a form of electronic transmission meeting the requirements established by the secretary of state.

(3) The entity filing must be legible, typewritten or printed, or, if electronically transmitted, in a format that can be retrieved in a reproduced or typewritten form, and otherwise suitable for processing. The words in the entity filing must be in English, and numbers must be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals.

(4) The entity filing must be signed by or on behalf of a person authorized to sign the filing.

(5) The entity filing must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment, or verification.

(b) If law other than this article prohibits the disclosure by the secretary of state of information contained in an entity filing, the secretary of state shall file the entity filing if the filing otherwise complies with this article but may redact the information.

(c) When an entity filing is delivered to the secretary of state for filing, any fee required under this article must be paid in a manner permitted by the secretary of state.

(d) The secretary of state may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.

IC 23-0.5-2-1Requirements; filing fee; biennial report

Note: This version of section effective 1-1-2026. See also preceding version of this section, effective until 1-1-2026.

Sec. 1. (a) To be filed by the secretary of state under this article, an entity filing must be received by the secretary of state, comply with this article, and satisfy the following:

(2) The entity filing must be transferred to the secretary of state by hand, mail, or a form of electronic transmission meeting the requirements established by the secretary of state.

(4) The entity filing must be signed by or on behalf of a person authorized to sign the filing.

(c) When an entity filing is delivered to the secretary of state for filing, any fee required under this article must be paid in a manner permitted by the secretary of state.

(d) The secretary of state may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.

(e) If a person submits a biennial report on behalf of another person, the person submitting the biennial report shall take reasonable steps, including manual verification, the use of software or third party services to perform background or identification verification, or obtaining identifying documents from the person on whose behalf the biennial report is being submitted, such as:

to verify the identity of the person on whose behalf the submitting person is submitting the biennial report.

(f) A person who submits a biennial report on behalf of another person under subsection (e) shall provide the information used by the submitting person to verify the identity of the person on whose behalf the biennial report is being submitted to the secretary of state upon request.

Sec. 2. (a) The secretary of state may provide forms for entity filings required or permitted to be made by this article, but, except as otherwise provided in subsection (b), their use is not required.

(b) The secretary of state may require that a cover sheet for an entity filing and a biennial report be on forms prescribed by the secretary of state.

IC 23-0.5-2-3Effective date and time of filing

Sec. 3. Except as otherwise provided in this article and subject to section 5(d) of this chapter, an entity filing is effective:

(1) on the date and at the time of its filing by the secretary of state as provided in section 6(b) of this chapter;

(2) on the date of filing and at the time specified in the entity filing as its effective time, if later than the time under subdivision (1);

(3) if permitted by this article, at a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or

(4) if a delayed effective date as permitted by this article is specified but no time is specified, at 12:01 a.m. on the date specified which may not be more than ninety (90) days after the date of filing.

IC 23-0.5-2-4Withdrawal of filed record; requirements

Sec. 4. (a) Except as otherwise provided in this article, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal.

(2) be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons; and

(3) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

(c) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original filed record does not take effect.

IC 23-0.5-2-5Correcting the record; effective date

Sec. 5. (a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if:

(3) the electronic transmission of the record to the secretary of state was defective.

(b) To correct a filed record, a person on whose behalf the record was delivered to the secretary of state must deliver to the secretary of state for filing articles of correction.

(1) except as described in subdivision (2), as of the effective date of the filed record corrected by the articles of correction; and

when filed or when the reliance ceases to be reasonable, whichever occurs first.

IC 23-0.5-2-6Filing of documents by secretary of state; refusal to file; appeal

Sec. 6. (a) The secretary of state shall file an entity filing delivered to the secretary of state for filing which satisfies this article. The duty of the secretary of state under this section is ministerial.

(b) When the secretary of state files an entity filing, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing an entity filing, the secretary of state shall deliver to the person that submitted the filing an electronic copy of the filing with an acknowledgment of the date and time of filing.

(c) If the secretary of state refuses to file an entity filing, the secretary of state, not later than ten (10) business days after the filing is delivered, shall:

(1) return the entity filing or notify the person that submitted the filing of the refusal; and

(d) If the secretary of state refuses to file an entity filing, the person that submitted the filing may petition the circuit or superior court of the county where the entity's principal office (or, if none in Indiana, its registered office) is or will be located to compel its filing. The filing and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a proceeding.

(2) relate to the correctness or incorrectness of information contained in the document; or

(3) create presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

IC 23-0.5-2-7Certification of filed record

Sec. 7. A certification from the secretary of state accompanying a copy of a filed record is conclusive evidence that the copy is an accurate representation of the original record on file with the secretary of state.

IC 23-0.5-2-8Certificates of existence, registration, or fact; issuance

Sec. 8. (a) On request of any person, the secretary of state shall issue a certificate of existence for a domestic filing entity or a certificate of registration for a registered foreign entity.

(1) the domestic filing entity's name or the registered foreign entity's name used in Indiana;

(3) in the case of a registered foreign entity, that it is registered to do business in Indiana;

(4) that the most recent biennial report required by section 13 of this chapter has been delivered to the secretary of state for filing; and

(c) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.

(d) On the request from any person, the secretary of state shall issue a certificate of fact for a domestic filing entity or registered foreign entity. A certificate issued under this subsection must set forth any facts of record in the office of the secretary of state that may be requested by the applicant.

IC 23-0.5-2-9Intentional signing of false document; sanctions

Sec. 9. (a) A person commits a Class A misdemeanor if the person signs a document that the person knows is false in a material respect with the intent that the document be delivered to the secretary of state for filing.

(b) Any record filed under this article may be signed by an agent. Whenever this article requires a particular individual to sign an entity filing and the individual is deceased or incompetent, the filing may be signed by a personal representative of the individual on behalf of the individual.

(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.

(e) A signature on a filing that is transmitted and filed electronically is sufficient if the person transmitting and filing the document:

(1) has the intent to file the document as evidenced by a symbol executed or adopted by a party with present intention to authenticate the filing; and

(2) enters the filing party's name on the electronic form in a signature box or other place indicated by the secretary of state.

IC 23-0.5-2-10Failure to sign or deliver record; appeal

Sec. 10. (a) If a person required by this article to sign or deliver a record to the secretary of state for filing under this article does not do so, any other person that is aggrieved may petition the circuit or superior court of the county where the entity's principal office (or, if none in Indiana, its registered office) is or will be located to order:

(b) If the petitioner under subsection (a) is not the entity to which the record pertains, the petitioner shall make the entity a party to the action.

IC 23-0.5-2-11Liability; recovery of damages

Sec. 11. If a record delivered to the secretary of state for filing under this article and filed by the secretary of state contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person's behalf and knew at the time the record was signed that the information was inaccurate.

IC 23-0.5-2-12Delivery of records

Sec. 12. Except as otherwise provided by IC 23-0.5-4-11 or by law of Indiana other than this article, the secretary of state may deliver a record to a person by delivering it:

(4) to another address the person provides to the secretary of state for delivery.

IC 23-0.5-2-12.5"Health care entity"

Sec. 12.5. (a) As used in sections 13 and 14 of this chapter, "health care entity" means any organization or business that provides health care services. The term does not include the following:

(5) A person or entity that does not accept commercial health insurance reimbursement.

(b) As used in this section, "health care services" means any diagnostic, medical, surgical, dental treatment, or rehabilitative care for the purpose of preventing, alleviating, curing, or healing human illness or injury.

IC 23-0.5-2-13Biennial report; contents; delivery; statement of change

Note: This version of section effective until 1-1-2026. See also following version of this section, effective 1-1-2026.

Sec. 13. (a) A domestic filing entity or registered foreign entity shall deliver to the secretary of state for filing a biennial report that states:

(1) the name of the entity and, if a registered foreign entity, its jurisdiction of formation;

(4) for a corporation, the names and business addresses of its directors, secretary, and the highest executive office of the corporation; and

(5) for a nonprofit corporation, the names and business or resident addresses of its directors, secretary, and highest executive office.

(b) Information in a biennial report must be current as of the date the report is signed by the entity.

(c) The biennial report must be delivered to the secretary of state for filing every two (2) calendar years on a schedule determined by the secretary of state. The secretary of state may accept biennial reports during the ninety (90) days before the month in which the biennial report is due.

(d) If a biennial report does not contain the information required by this section, the secretary of state promptly shall notify the reporting entity in a record and return the report 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, the report is considered to be timely filed.

(e) If a biennial report contains information required by IC 23-0.5-4-3(b) which differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under IC 23-0.5-4-7.

(f) A biennial report filed under this section may not specify a future effective date.

IC 23-0.5-2-13Biennial report; contents; delivery; statement of change

Note: This version of section effective 1-1-2026. See also preceding version of this section, effective until 1-1-2026.

Sec. 13. (a) A domestic filing entity or registered foreign entity shall deliver to the secretary of state for filing a biennial report that states:

(1) the name of the entity and, if a registered foreign entity, its jurisdiction of formation;

(4) for a corporation, the names and business addresses of its directors, secretary, and the highest executive office of the corporation;

(5) for a nonprofit corporation, the names and business or resident addresses of its directors, secretary, and highest executive office; and

(6) for a health care entity, the information required under section 14 of this chapter.

(b) Information in a biennial report must be current as of the date the report is signed by the entity.

(d) If a biennial report does not contain the information required by this section, the secretary of state shall promptly notify the reporting entity in a record and return the report 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, the report is considered to be timely filed.

(f) A biennial report filed under this section may not specify a future effective date.

(g) If a person submits a biennial report on behalf of another person, the person submitting the biennial report shall take reasonable steps, including manual verification, the use of software or third party services to perform background or identification verification, or obtaining identifying documents from the person on whose behalf the biennial report is being submitted, such as:

to verify the identity of the person on whose behalf the submitting person is submitting the biennial report.

(h) A person who submits a biennial report on behalf of another person under subsection (g) shall provide the information used by the submitting person to verify the identity of the person on whose behalf the biennial report is being submitted to the secretary of state upon request.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.5; P.L.96-2025, SEC.4; P.L.239-2025, SEC.7.

IC 23-0.5-2-14Required reporting of ownership information by a health care entity

Sec. 14. (a) Each health care entity that does business in Indiana shall report the following information as part of the report under this chapter:

(ii) if the person is a practitioner of the health care entity, any ownership interest;

(2) The business address of each person or entity identified under subdivision (1). The business address must include a:

(3) The business website, if applicable, of each person or entity identified under subdivision (1).

(4) Any of the following identification numbers, if applicable, for a person or entity identified under subdivision (1):

(E) National Association of Insurance Commissioners (NAIC) identification number.

(F) A personal identification number associated with a license issued by the department of insurance.

(5) The ownership stake of each person or entity identified under subdivision (1).

(6) Whether the health care entity is a Medicaid provider and, if so, whether the health care entity accepted Medicaid recipients during a majority of the preceding two (2) calendar years.

A report provided under this section may not include the Social Security number of any individual.

(b) The secretary of state shall cooperate with the Indiana department of health and the department of insurance to develop and implement a plan to collect the information described in this section.

(c) In carrying out the secretary of state's duties under this section, the secretary of state shall operate within existing appropriations for the secretary of state.

IC 23-0.5-2.5-1"CMRA"

Sec. 1. As used in this chapter, "CMRA" refers to a commercial mail receiving agency.

IC 23-0.5-2.5-2Intent to file statement

Sec. 2. A person may operate a CMRA in Indiana if the person delivers to the secretary of state for filing a CMRA intent to file statement signed by the person, which states:

(1) the name of the individual or the name of the entity, the type of entity, and the jurisdiction of formation of the entity;

(3) the address of a place of business of the person that is located in Indiana;

(4) the electronic mail address of the person operating or seeking to operate a CMRA in Indiana; and

(5) that the person operating or seeking to operate a CMRA in Indiana agrees to follow the service agreement process established by the secretary of state.

IC 23-0.5-2.5-3Disclosures

Sec. 3. (a) If a person lists the address of a CMRA in any filing with the secretary of state's office the person must provide:

(2) customer information, including names, addresses, and contact information, to the secretary of state's office.

(b) The information provided to the secretary of state's office under subsection (a)(2) shall not be a part of the public record.

IC 23-0.5-2.5-4Closure of a CMRA account

Sec. 4. (a) A person that operates a CMRA in Indiana that knows or reasonably should know that an address that the CMRA has provided has been used as a contact address shall notify the secretary of state of the closure of a CMRA account not later than sixty (60) days after closure of the CMRA account.

(1) physical address provided by the CMRA customer on the United States Postal Service Form 1583; and

IC 23-0.5-2.5-5Violations; false information

Sec. 5. If a person operating a CMRA in Indiana violates any of the requirements described in this chapter or provides information to the secretary of state that the person knows to be false, the person may be prohibited from operating a CMRA in Indiana by the secretary of state.

23-0.5-3-1Permitted names; falsely implying government agency status or connection

23-0.5-3-4Filing of certificate of assumed name; fees; notice of discontinuance of use; violation

23-0.5-3-5Use of "bank" or derivative; review; violation; administrative dissolution; appeal

IC 23-0.5-3-1Permitted names; falsely implying government agency status or connection

Sec. 1. (a) Except as otherwise provided in subsection (d), after December 31, 2017, the name under which a domestic filing entity may be formed, the name under which a foreign entity may register to do business in Indiana, a name reserved under section 3 of this chapter, or an assumed name registered under section 4 of this chapter must be distinguishable on the records of the secretary of state from any:

(2) name of a domestic filing entity that has not been administratively dissolved for more than one hundred twenty (120) days;

(3) name of a foreign entity registered to do business in this state under IC 23-0.5-5;

(4) name reserved under section 3 of this chapter, IC 23-1-23 (before its repeal), IC 23-16-2-2 (before its repeal), IC 23-17-5 (before its repeal), or IC 23-18-2-9 (before its repeal);

(5) assumed name registered under IC 23-15-1-1(e) (before that chapter's repeal); or

(b) If an entity consents in a record to the use of its name in a form satisfactory to the secretary of state, the name of the consenting entity may be used by the entity to which the consent was given. Consent may not be given for the use of a reserved name.

(c) Except as otherwise provided in subsection (d), in determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation", "corp.", "incorporated", "Inc.", "company", "co", "professional corporation", "PC", "P.C.", "professional service corporation", "PSC", "P.S.C.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited liability partnership", "LLP", "L.L.P.", "limited liability company", "LLC", "L.L.C.", "limited liability company-s", "LLC-s", or "L.L.C.-s", may not be taken into account.

(d) Consent is not needed in the following cases in which an entity's name is no longer distinguishable on the records of the secretary of state from an assumed business name of another entity:

(1) In the case of an entity that files an entity filing that changes only the word, phrase, or abbreviation described in subsection (c) that indicates what type of entity the entity is.

(2) In the case of an entity that files its public organic record or certificate of registration using a name the entity has reserved under this title before January 1, 2018.

(3) In the case of an entity that files an application for reinstatement not more than one hundred twenty (120) days after the effective date of a dissolution under IC 23-0.5-6.

(e) The name or assumed name of a domestic filing entity or foreign filing entity shall not contain language that falsely indicates or implies that the domestic filing entity or the foreign filing entity is, or is connected with, a government agency of this state, another state, or the United States.

(f) If the name or assumed name of a domestic filing entity or foreign filing entity on record with the secretary of state violates subsection (e), the secretary of state may remove the name or assumed name from the record.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.6; P.L.206-2021, SEC.1.

IC 23-0.5-3-2Required words or phrases

Sec. 2. (a) The name of a business corporation or nonprofit corporation must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "Corp.", "Inc.", "Co.", or "Ltd.", or words or abbreviations of similar import in another language. The name of a business corporation that is a professional corporation must contain the words "Professional Service Corporation" or "Professional Corporation" or abbreviations of these words. In addition, only a professional corporation in which all shareholders are physicians licensed under IC 25-22.5 may use the term "medical" in its corporate name. A licensing authority may by rule adopt further requirements than those specified in this subsection as to the names of professional corporations organized under this article.

(b) The name of a limited partnership must contain the words "limited partnership" or the abbreviation "L.P.". The name of a limited partnership may not contain the name of a limited partner unless:

(1) it is also the name of a general partner or the corporate name of a corporate general partner; or

(2) the business of the limited partnership had been carried on under that name before the admission of that limited partner.

(c) The name of a limited liability partnership must contain the phrase "limited liability partnership" or the abbreviation "L.L.P." or "LLP".

(d) The name of a limited liability company must contain the phrase "limited liability company" or the abbreviation "L.L.C." or "LLC". The name of a master limited liability company must comply with IC 23-18.1-6-7(b). The name of a series with limited liability must comply with IC 23-18.1-6-7(c) and IC 23-18.1-6-7(d).

(e) A filing entity may use the name, including an assumed name, of another filing entity if the filing entity proposing to use the name:

(2) has been formed by the reorganization of the other filing entity that was already using the name; or

(3) has acquired all or substantially all of the assets, including the name, of the other filing entity that was already using the name.

IC 23-0.5-3-3Reservation of exclusive use of name

Sec. 3. (a) A person may reserve the exclusive right to the use of a name by delivering an electronic application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved, excluding any word, phrase, or abbreviation described in section 1(c) of this chapter. If the secretary of state finds that the name is available, the secretary of state shall reserve the name for the applicant's exclusive use for renewable one hundred twenty (120) day periods.

(b) The owner of a reserved entity name may transfer the reservation to another person that is not an individual by delivering to the secretary of state, electronically, a signed notice in a record of the transfer which states the name and address of the transferee.

IC 23-0.5-3-4Filing of certificate of assumed name; fees; notice of discontinuance of use; violation

Sec. 4. (a) Except as otherwise provided in subsection (i), an individual or a general partnership, other than a limited liability partnership, conducting or transacting business in Indiana under a name, designation, or title other than the real name of the individual or general partnership conducting or transacting the business shall file for record, in the office of the recorder of each county in which a place of business or an office of the individual or general partnership is situated, a certificate stating the assumed name or names to be used and the full name and address of the individual or general partnership engaged in or transacting business.

(b) The recorder shall keep a record of the certificates filed under this section and shall keep an index of the certificates showing, in alphabetical order, the names of the persons and general partnerships having certificates on file in the recorder's office, and the assumed name or names that they intend to use in carrying on their businesses as shown by the certificates.

(c) Before the dissolution of any business for which a certificate is on file with the recorder, the person or general partnership to which the certificate appertains shall file a notice of dissolution for record in the recorder's office.

(d) The county recorder shall charge a fee in accordance with IC 36-2-7-10 for each certificate, notice of dissolution, and notice of discontinuance of use filed with the recorder's office and recorded under this chapter. The funds received shall be receipted as county funds the same as other money received by the recorders.

(e) Except as provided in subsection (i), a filing entity conducting business in Indiana under a name, designation, or title other than the name shown in its organic record shall file with the secretary of state a certificate stating the assumed name or names to be used and the full name and address of the entity's principal office in Indiana.

(f) A filing entity may not include an entity indicator, such as "Inc.", "Corp.", "LLC", "LP", or "LLP" or a similar description in an assumed business name filing, that is inconsistent with the entity type for which the assumed business name is being filed. However, if the entity filing the assumed business name has filed articles of conversion, domestication, or merger that change the entity type, the entity indicator in the assumed business name filing may be inconsistent with the entity type if the conversion, domestication, or merger occurred within the twelve (12) months before the date of the assumed business name filing.

(g) An individual, a general partnership, a corporation, a limited partnership, a limited liability company, or a limited liability partnership, foreign or domestic, that has filed a certificate of assumed business name or names under subsection (a) or (e) may file a notice of discontinuance of use of assumed business name or names with the secretary of state or with the recorder's office in which the certificate was filed or transferred. The secretary of state or the recorder shall keep a record of notices filed under this subsection.

(h) This subsection applies to a foreign or domestic corporation, limited partnership, limited liability company, or limited liability partnership that, before July 1, 2009:

(1) filed a certificate stating the assumed name or names to be used in carrying out the entity's business; and

The entity shall file a notice of dissolution or notice of discontinuance of use of the assumed business name or names with the secretary of state and with the recorder's office in which the certificate was filed or transferred.

(1) an individual doing business under a name, designation, or title that includes the true surname of the individual;

(2) a person other an individual doing business under a name, designation, or title that includes some or all of the true surnames of the individuals comprising the person; or

(3) a church, a lodge, or an association the business of which is conducted or transacted by trustees under a written instrument or declaration of trust that is recorded in the recorder's office of each county in which the business is conducted or transacted.

(j) A person, corporation, foreign corporation, limited liability company, foreign limited liability company, limited partnership, or foreign limited partnership that violates this section commits a Class B infraction.

(k) Compliance with the requirements of Acts 1941, c.192, before July 8, 1965, is considered compliant with this section.

IC 23-0.5-3-5Use of "bank" or derivative; review; violation; administrative dissolution; appeal

Sec. 5. (a) If a new filing or an amendment changing the name of the filing entity is received by the secretary of state and the new filing or the amendment contains "bank", or any derivative of "bank", in the filing entity's name, the filing must be forwarded to the department of financial institutions for review and a determination concerning whether the use of the term "bank" (or the derivative) violates IC 28-1-20-4.

(b) A document under subsection (a) may be filed by the secretary of state only after the filing has been approved by the department of financial institutions.

(c) The department of financial institutions shall review each filing forwarded to the department of financial institutions under subsection (a) and provide notice of the results of the review to the secretary of state.

(d) If the department of financial institutions determines that a filing entity has violated IC 28-1-20-4, the department of financial institutions shall notify the secretary of state of the violation.

(e) The secretary of state shall commence a proceeding under this section to administratively dissolve a filing entity if:

(1) the name of the filing entity contains the word, or a derivation of the word, "bank", "banc", "banco", or "bankcor"; and

(2) the department of financial institutions determines that the filing entity violates IC 28-1-20-4.

(f) If the secretary of state commences an administrative dissolution under subsection (e), the secretary of state shall provide to the filing entity written notice of the determination under subsection (e)(2). The secretary of state shall, at the same time notice is sent to the filing entity, provide a copy of the notice to the department of financial institutions.

(2) demonstrate to the reasonable satisfaction of the department of financial institutions that the grounds for dissolution do not exist;

at any time after sixty (60) days after the notice is provided, the department of financial institutions shall notify the secretary of state in writing of the continuing violation. After receiving the written notice from the department of financial institutions, the secretary of state shall administratively dissolve the filing entity by signing a certificate of administrative dissolution that recites the grounds for dissolution and the effective date of the dissolution. The secretary of state shall file the original certificate of administrative dissolution and provide a copy of the certificate of administrative dissolution to the filing entity.

(h) A filing entity administratively dissolved under this section may carry on only those activities necessary to wind up and liquidate the filing entity's affairs.

(i) The filing entity may appeal the administrative dissolution to the circuit court or superior court of the county:

(2) if the principal office is not located in Indiana, where the filing entity's registered office is located;

not later than thirty (30) days after service of the notice of denial is perfected.

(l) Dissolution under this section is in addition to any penalties imposed upon the filing entity under IC 28-1-20-4(j), as well as any other penalties under IC 28.

23-0.5-4-1Entities required to designate and maintain a registered agent

23-0.5-4-4Listing statement; contents; delivery to secretary of state

23-0.5-4-5Termination of listing as a commercial registered agent

23-0.5-4-8Commercial registered agent; statement of change; cancellation by secretary of state

IC 23-0.5-4-1Entities required to designate and maintain a registered agent

Sec. 1. (a) The following entities shall designate and maintain a registered agent in this state:

(b) An eligible entity (as defined by IC 28-1-22-1.5(a)) may file a notice concerning the eligible entity's:

IC 23-0.5-4-2Street address

Sec. 2. If a provision of this chapter other than section 9(a)(4) of this chapter requires that a record state an address, the record must state a street address in this state.

IC 23-0.5-4-3Designation of registered agent; required filings

Sec. 3. (a) A registered agent must be an individual, a general partnership, a domestic filing entity, or a registered foreign entity.

(1) if the entity has a commercial registered agent, the name of the entity's commercial registered agent; or

(A) the name of the individual, general partnership, domestic filing entity, or registered foreign entity; and

(c) If the entity does not have a commercial registered agent, a registered agent filing may provide the electronic mail address of the registered agent at which the registered agent will accept electronic service of process only in the manner prescribed by the Indiana supreme court in the Indiana trial rules.

(e) Each entity registered under the laws of Indiana shall provide to the entity's registered agent, and update from time to time as necessary, the name, business address, and business telephone number of an individual who is:

(1) an officer, a director, an employee, or a designated agent of the entity; and

(f) A registered agent shall retain, in paper or electronic form, the information provided by an entity under subsection (e).

(g) If an entity fails to provide the registered agent with the information required under subsection (e), the registered agent may resign, as provided in section 9 of this chapter, as the registered agent for the entity.

(h) The secretary of state may provide to the Indiana supreme court the electronic mail address of a registered agent.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.10; P.L.177-2019, SEC.6.

IC 23-0.5-4-4Listing statement; contents; delivery to secretary of state

Sec. 4. (a) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent listing statement signed by the person which states:

(1) the name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;

(2) that the person is in the business of serving as a commercial registered agent in this state;

(3) the address of a place of business of the person in this state to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered;

(4) the name of any entity represented or known to be represented by the commercial registered agent; and

(5) the electronic mail address of the registered agent at which the registered agent will accept electronic service of process only in the manner prescribed by the Indiana supreme court in the Indiana trial rules.

(b) A commercial registered agent listing statement may include the information regarding acceptance by the agent of service of process, notices, and demands in a form other than a written record as provided in section 10(d) of this chapter.

(c) If the name of a person delivering to the secretary of state for filing a commercial registered agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt an alternate name that is distinguishable and use that name in its statement and when it does business in Indiana as a commercial registered agent.

(d) The secretary of state shall note the filing of a commercial registered agent listing statement in the index of filings records maintained by the secretary of state for each entity represented by the agent at the time of the filing. The statement amends the registered agent filing for each of those entities to:

(1) designate the person becoming listed as a commercial registered agent as the commercial registered agent of each of those entities; and

IC 23-0.5-4-5Termination of listing as a commercial registered agent

Sec. 5. (a) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent termination statement signed by the agent which states:

(2) that the agent is no longer in the business of serving as a commercial registered agent in Indiana.

(b) A commercial registered agent termination statement takes effect at 12:01 a.m. on the thirty-first day after the day on which it is delivered to the secretary of state for filing.

(c) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the date on which the commercial registered agent termination statement was filed.

(d) When a commercial registered agent termination statement takes effect, the commercial registered agent ceases to be the registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity under section 10 of this chapter. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.

IC 23-0.5-4-6Change of information

Sec. 6. (a) A represented entity may change the information on file under section 3(b) of this chapter by delivering to the secretary of state for filing a statement of change signed by the entity which states:

(2) the information that is to be in effect as a result of the filing of the statement of change.

(b) The interest holders or governing persons of a domestic entity need not approve the filing of:

(2) a similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.

(d) As an alternative to using the procedure in this section, a represented entity may change the information on file under section 3(b) of this chapter by amending its most recent registered agent filing in a manner provided by the law of Indiana other than this section for amending the filing.

IC 23-0.5-4-7Noncommercial registered agent; statement of change

Sec. 7. (a) If a noncommercial registered agent changes its name, address, or electronic mail address in effect with respect to a represented entity under section 3(b) of this chapter, the agent shall deliver to the secretary of state for filing, with respect to each entity represented by the agent, a statement of change signed by the agent which states:

(4) if the address or electronic mail address of the agent has changed, the new address or electronic mail address.

(b) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the secretary of state for filing of a statement of change and the changes made in the statement.

IC 23-0.5-4-8Commercial registered agent; statement of change; cancellation by secretary of state

Sec. 8. (a) If a commercial registered agent changes its name, address, or electronic mail address as listed under section 4(a) of this chapter, type of entity, or jurisdiction of formation, the agent shall deliver to the secretary of state for filing a statement of change signed by the agent which states:

(3) if the address or electronic mail address of the agent has changed, the new address or electronic mail address; and

(B) if the jurisdiction of formation of the agent has changed, the new jurisdiction of formation.

(b) The filing by the secretary of state of a statement of change under subsection (a) is effective to change the information regarding the agent with respect to each entity represented by the agent.

(c) A commercial registered agent promptly shall furnish to each entity represented by it a notice in a record of the filing by the secretary of state of a statement of change relating to the name or address of the agent and the changes made in the statement.

(d) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the secretary of state may cancel the listing of the agent under section 4 of this chapter. A cancellation under this subsection has the same effect as a termination under section 5 of this chapter. Promptly after canceling the listing of an agent, the secretary of state shall provide notice in a record in the manner provided in section 10(b) or 10(c) of this chapter on:

(1) each entity represented by the agent, stating that the agent has ceased to be the registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in section 10 of this chapter; and

(2) the agent, stating that the listing of the agent has been canceled under this section.

IC 23-0.5-4-9Resignation of registered agent

Sec. 9. (a) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation signed by the agent which states:

(4) the address of the entity to which the agent will send the notice required by subsection (c).

(1) the thirty-first day after the day on which it is filed by the secretary of state; or

(c) A registered agent promptly shall furnish to the represented entity notice in a record of the date on which a statement of resignation was filed.

(d) When a statement of resignation takes effect, the person that resigned ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the represented entity. The resignation does not affect any contractual rights the entity has against the agent or that the agent has against the entity.

(e) A registered agent may resign with respect to a represented entity regardless of the entity's status with the secretary of state.

IC 23-0.5-4-10Service of process, notice, or demand on entity

Sec. 10. (a) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent.

(b) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at the entity's principal office. The address of the principal office of a domestic filing entity or registered foreign entity must be as shown in the entity's most recent biennial report filed by the secretary of state. Service is effective under this subsection on the earliest of:

(1) the date the entity receives the mail or delivery by the commercial delivery service;

(3) five (5) days after its deposit with the United States Postal Service or commercial delivery service, if correctly addressed and with sufficient postage or payment.

(c) If process, notice, or demand cannot be served on an entity under subsection (a) or (b), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the entity if the individual served is not a plaintiff in the action.

(d) Service of process, notice, or demand on a registered agent must be in a written record, but service may be made on a commercial registered agent in other forms, and subject to such requirements, as the agent has stated in its listing under section 4 of this chapter that it will accept.

(e) Service of process, notice, or demand may be made by other means under law other than this article.

IC 23-0.5-4-11Duties

Sec. 11. The only duties under this chapter of a registered agent that has complied with this chapter are:

(1) to forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand pertaining to the entity which is served on or received by the agent;

(2) to provide the notices required by this article to the entity at the address most recently supplied to the agent by the entity;

(3) if the agent is a noncommercial registered agent, to keep current the information required by section 3(b) of this chapter in the most recent registered agent filing for the entity; and

(4) if the agent is a commercial registered agent, to keep current the information listed for it under section 4(a) of this chapter.

IC 23-0.5-4-12Jurisdiction

Sec. 12. The designation or maintenance in Indiana of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in Indiana. The address of the agent does not determine venue in an action or a proceeding involving the entity.

23-0.5-5-2Foreign entity registration in Indiana; failure to register

23-0.5-5-5Activities not constituting doing business in Indiana

23-0.5-5-9Dissolution; statement of withdrawal; service of process

IC 23-0.5-5-1Law governing; registration

(2) the liability that a person has as an interest holder or governing person for a debt, obligation, or other liability of the entity; and

(b) A foreign entity is not precluded from registering to do business in Indiana because of any difference between the law of the entity's jurisdiction of formation and the law of Indiana.

(c) Registration of a foreign entity to do business in Indiana does not authorize the foreign entity to engage in any activities and affairs or exercise any power that a domestic entity of the same type may not engage in or exercise in Indiana.

IC 23-0.5-5-2Foreign entity registration in Indiana; failure to register

Sec. 2. (a) A foreign entity may not do business in Indiana until it registers with the secretary of state under this article. However, this requirement does not apply to foreign regulated entities.

(b) A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.

(c) The failure of a foreign entity to register to do business in Indiana does not impair the validity of a contract or act of the foreign entity or preclude it from defending an action or proceeding in Indiana.

(d) A limitation on the liability of an interest holder or governing person of a foreign entity is not waived solely because the foreign entity does business in Indiana without registering.

(e) Section 1(a) of this chapter applies to a foreign entity even if the foreign entity fails to register under this chapter.

(f) A foreign entity is liable for a civil penalty of not more than ten thousand dollars ($10,000) if it transacts business in Indiana without a certificate of authority. The attorney general may collect all penalties due under this subsection.

IC 23-0.5-5-3Foreign entity registration statement

Sec. 3. To register to do business in Indiana, a foreign entity must deliver a foreign registration statement to the secretary of state for filing. The statement must be signed by the entity and state or be accompanied by:

(1) the name of the foreign entity and, if the name does not comply with IC 23-0.5-3-1, an alternate name adopted under section 6(a) of this chapter;

(7) if the entity is a nonprofit corporation, whether the corporation has members;

(8) if the entity is a nonprofit corporation, whether the corporation, if the corporation had been incorporated in Indiana, would be a public benefit, mutual benefit, or religious corporation;

(9) if the entity is a limited liability company and if the organizational documents of the entity provide for a manager or managers, a statement to that effect; and

(10) a certificate of existence or similar document authenticated by the secretary of state or other official having custody of business records of the entity in the state or country where the entity was organized.

IC 23-0.5-5-4Amended foreign registration statement

Sec. 4. A registered foreign entity shall deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in:

IC 23-0.5-5-5Activities not constituting doing business in Indiana

Sec. 5. (a) Activities of a foreign entity which do not constitute doing business in Indiana under this article include:

(1) maintaining, defending, mediating, arbitrating, or settling an action or proceeding;

(2) carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governing persons;

(4) maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities;

(6) soliciting or obtaining orders by any means if the orders require acceptance outside Indiana before they become contracts;

(7) making loans or otherwise creating or acquiring indebtedness, mortgages, or security interests in real or personal property;

(8) securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired;

(9) conducting an isolated transaction completed within thirty (30) days that is not conducted in the course of repeated transactions of a like nature;

(12) if the entity is a nonprofit corporation, soliciting funds if otherwise authorized by Indiana law.

(b) A person does not do business in Indiana solely by being an interest holder or governing person of a foreign entity that does business in Indiana.

(c) This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of Indiana other than this article.

IC 23-0.5-5-6Foreign entity name

Sec. 6. (a) A foreign entity whose name does not comply with IC 23-0.5-3-1 for an entity of its type may not register to do business in Indiana until it adopts, for the purpose of doing business in Indiana, an alternate name that complies with IC 23-0.5-3-1. A registered foreign entity that registers under an alternate name under this subsection need not comply with IC 23-0.5-3-4. After registering to do business in Indiana with an alternate name, a registered foreign entity shall do business in Indiana under:

(b) If a registered foreign entity changes its name to a name that does not comply with IC 23-0.5-3-1, it may not do business in Indiana until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with IC 23-0.5-3-1.

IC 23-0.5-5-7Withdrawal of registration

Sec. 7. (a) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the entity and state:

(2) that the entity is not doing business in Indiana and that it withdraws its registration to do business in Indiana;

(3) that the entity revokes the authority of its registered agent to accept service of process on its behalf in Indiana;

(4) an address to which service of process may be made under subsection (c); and

(5) a commitment to notify the secretary of state in the future of any change in its street address.

(b) A statement of withdrawal may include an electronic mail address to which service of process may be made under subsection (c). If an electronic mail address is included in the statement of withdrawal, the statement of withdrawal must include a commitment to notify the secretary of state in the future of any change in the electronic mail address.

(c) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time the entity was registered to do business in Indiana may be made under IC 23-0.5-4-10.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.18; P.L.177-2019, SEC.7; P.L.156-2020, SEC.86.

IC 23-0.5-5-8Conversion to domestic filing entity

Sec. 8. A registered foreign entity that converts to any type of domestic filing entity is deemed to have canceled its registration on the effective date of the conversion.

IC 23-0.5-5-9Dissolution; statement of withdrawal; service of process

Sec. 9. (a) A registered foreign entity that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not a filing entity shall deliver a statement of withdrawal to the secretary of state for filing. The statement must be signed by the dissolved or converted entity and state:

(B) that the foreign entity surrenders its registration to do business in Indiana; and

(2) in the case of a foreign entity that has converted to a domestic or foreign entity that is not a filing entity:

(A) the name of the converting foreign entity and its jurisdiction of formation;

(B) the type of entity other than a filing entity to which it has converted and its jurisdiction of formation;

(C) that it surrenders its registration to do business in Indiana and revokes the authority of its registered agent to accept service on its behalf; and

(D) a street address to which service of process may be made under subsection (c).

(b) A statement of withdrawal under this section may include an electronic mail address to which service of process may be made under subsection (c).

(c) After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign entity was registered to do business in Indiana may be made under IC 23-0.5-4-10.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.19; P.L.177-2019, SEC.8.

IC 23-0.5-5-10Merger; notice

Sec. 10. (a) If a registered foreign entity merges into a registered or nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in Indiana, the foreign entity shall deliver to the secretary of state for filing a notice of merger or conversion. The notice must be signed by the surviving or converted entity and state:

(3) the name of the applicant entity and, if the name does not comply with IC 23-0.5-3-1, an alternate name adopted under section 6(a) of this chapter;

(4) the type of entity of the applicant entity and its jurisdiction of formation; and

(5) the following information regarding the entity, if different than the information for the foreign entity before the merger or conversion:

(b) When a notice of merger or conversion takes effect, the registration of the registered foreign entity to do business in Indiana is transferred without interruption to the entity into which it has merged or to which it has been converted.

IC 23-0.5-5-11Revocation of registration; grounds; notice

Sec. 11. (a) The secretary of state may revoke the registration of a registered foreign entity, business trust, or agricultural cooperative if:

(1) the entity does not pay, not later than sixty (60) days after the due date, any fee, tax, interest, or penalty required to be paid to the secretary of state under this article or law of Indiana other than this article;

(2) the entity does not deliver to the secretary of state for filing, not later than sixty (60) days after the due date, a biennial report;

(4) the entity does not deliver to the secretary of state for filing a statement of change under IC 23-0.5-4-6 not later than thirty (30) days after a change occurs in the name or address of the entity's registered agent; or

(5) the secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of entity filings in the state or country under whose law the entity is registered stating that it has been dissolved or disappeared as the result of a merger.

(b) If the secretary of state determines that one (1) or more grounds exists under subsection (a) for revocation of a registration, the secretary of state shall provide to the foreign entity written notice of the determination, unless the secretary of state:

(1) receives a receipt showing failure of a previous attempt of service of process upon the entity's registered agent at the address of the registered office; and

(2) determines that the secretary of state's office has no record of the entity's principal office address.

(1) the effective date of the revocation, which must be at least sixty (60) days after the date the secretary of state delivers the copy; and

(d) The authority of a registered foreign entity to do business in Indiana ceases on the effective date of the notice of revocation under subsection (b), unless before that date the entity cures each ground for revocation stated in the notice. If the entity cures each ground, the secretary of state shall file a record so stating.

(e) The secretary of state's revocation of a registration appoints the secretary of state the entity's agent for service of process in any proceeding based on a cause of action that arose during the time the entity was authorized to transact business in Indiana. Service of process on the secretary of state under this subsection is service on the entity. Upon receipt of process, the secretary of state shall mail a copy of the process to the entity at its principal office shown in its most recent biennial report or in any subsequent communication received from the entity stating the current mailing address of its principal office, unless the secretary of state:

(1) receives a receipt showing failure of a previous attempt of service of process upon the entity's registered agent at the address of the registered office; and

(2) determines that the secretary of state's office has no record of the entity's principal office address.

(f) Revocation of an entity's registration does not terminate the authority of the registered agent of the entity.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.20; P.L.156-2023, SEC.6.

IC 23-0.5-5-12Application for reinstatement; effective date

Sec. 12. (a) An entity that has had its registration revoked under section 11(b) of this chapter may, not later than five (5) years after the effective date of the revocation, apply to the secretary of state for reinstatement. The application for reinstatement must include all the following:

(3) A statement that the ground or grounds for revocation of the entity's registration either did not exist or have been eliminated.

(4) A statement that the entity's name satisfies the requirements of IC 23-0.5-3-1 or section 6 of this chapter.

(5) A certificate from the department of state revenue stating that all taxes owed by the entity have been paid.

(b) If the secretary of state determines that the application contains the information required under subsection (a) and that the information is correct, the secretary of state shall:

(c) When the certificate of reinstatement is effective, the certificate of reinstatement relates back to and is considered to take effect as of the effective date of the revocation of the entity's registration and the entity resumes carrying on its business as if the revocation of the entity's registration had never occurred.

IC 23-0.5-5-13Denial of reinstatement; notice; appeal

Sec. 13. (a) If the secretary of state denies an entity's application for reinstatement under section 12(a) and 12(b) of this chapter, the secretary of state shall serve the entity with a written notice that explains the reason or reasons for denial.

(b) The entity may appeal the denial of reinstatement to the circuit or superior court of the county in which its registered agent is located not later than thirty (30) days after service of the denial of reinstatement is perfected. The entity appeals by petitioning the court to set aside the revocation and attaching to the petition copies of all the following:

(1) The secretary of state's notice of revocation provided under section 11(b) of this chapter.

(2) The entity's application for reinstatement described in section 12(a) of this chapter.

(c) The court may order the secretary of state to reinstate the registration or may take any other action the court considers appropriate.

IC 23-0.5-5-14Attorney general action to enjoin

Sec. 14. The attorney general may maintain an action to enjoin a foreign entity from doing business in Indiana in violation of this article.

23-0.5-6-3Application for reinstatement; certificate of reinstatement

IC 23-0.5-6-1Grounds

Sec. 1. The secretary of state may commence a proceeding under section 2 of this chapter to dissolve a domestic filing entity administratively if the entity does not:

(1) pay any fee, tax, interest, or penalty required to be paid by this article or other law not later than sixty (60) days after it is due;

(2) deliver a biennial report to the secretary of state not later than sixty (60) days after it is due;

(4) notify the secretary of state within sixty (60) days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.

IC 23-0.5-6-2Administrative dissolution

Sec. 2. (a) If the secretary of state determines that one (1) or more grounds exist under section 1 of this chapter for administratively dissolving an entity, business trust, or agricultural cooperative, the secretary of state shall provide to the entity written notice of the determination unless the secretary of state:

(1) receives a receipt showing failure of a previous attempt of service of process upon the entity's registered agent at the address of the registered office; and

(2) determines that the secretary of state's office has no record of the filing entity's principal office address.

(b) If a domestic filing entity, not later than sixty (60) days after receiving the notice provided under subsection (a), does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by signing a certificate of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the certificate and provide to the entity a copy of the certificate.

(c) A domestic filing entity that is dissolved administratively continues its existence as the same type of entity but may not carry on any activities except:

(2) as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law as follows:

(d) The administrative dissolution of a domestic filing entity does not terminate the authority of its registered agent.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.24; P.L.177-2019, SEC.9; P.L.206-2021, SEC.2; P.L.156-2023, SEC.7.

IC 23-0.5-6-3Application for reinstatement; certificate of reinstatement

Note: This version of section effective until 1-1-2026. See also following version of this section, effective 1-1-2026.

Sec. 3. (a) A domestic filing entity that is dissolved administratively under IC 23-1-46 (before its repeal), IC 23-17-23 (before its repeal), IC 23-18-10-4 (before its repeal), or section 2 of this chapter may apply to the secretary of state for reinstatement not later than five (5) years after the effective date of dissolution. The application must be signed by the entity and state or contain:

(1) the name of the entity at the time of its administrative dissolution and, if needed, a different name that satisfies IC 23-0.5-3-1;

(2) the street address of the principal office of the entity and the name and address of its registered agent;

(5) a certificate of clearance from the department of state revenue reciting that taxes owed by the entity have been paid.

(b) To be reinstated, an entity must pay all fees, taxes, interest, and penalties that were due to the secretary of state at the time of the entity's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the secretary of state while the entity was dissolved administratively.

(c) If the secretary of state determines that an application under subsection (a) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (b) have been made, the secretary of state shall:

(1) cancel the certificate of administrative dissolution and prepare a certificate of reinstatement that states the secretary of state's determination and the effective date of reinstatement; and

(d) When reinstatement under this section is effective, the following rules apply:

(1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

(2) The domestic filing entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred.

(3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

IC 23-0.5-6-3Application for reinstatement; certificate of reinstatement

Note: This version of section effective 1-1-2026. See also preceding version of this section, effective until 1-1-2026.

Sec. 3. (a) Except as provided in subsection (b), a domestic filing entity that is dissolved administratively under IC 23-1-46 (before its repeal), IC 23-17-23 (before its repeal), IC 23-18-10-4 (before its repeal), or section 2 of this chapter may apply to the secretary of state for reinstatement not later than five (5) years after the effective date of dissolution. The application must be signed by the entity and state or contain:

(1) the name of the entity at the time of its administrative dissolution and, if needed, a different name that satisfies IC 23-0.5-3-1;

(2) the street address of the principal office of the entity and the name and address of its registered agent;

(5) a certificate of clearance from the department of state revenue reciting that taxes owed by the entity have been paid.

(b) This subsection applies to a domestic filing entity that is dissolved administratively under IC 23-1-46 (before its repeal), IC 23-17-23 (before its repeal), IC 23-18-10-4 (before its repeal), or section 2 of this chapter and that is applying to the secretary of state for reinstatement more than five (5) years after the effective date of dissolution. The application must be signed by the entity and state or contain all requirements identified in subsection (a)(1) through (a)(5). An application for reinstatement submitted under this subsection must also include a statement by the entity describing the:

(c) If the individual applying for reinstatement under subsection (a) or (b) is not listed as a governing person of the domestic filing entity, then the application must include a notarized affidavit stating that a governing person has given the individual permission to request reinstatement of the entity. The affidavit must be signed by:

(d) To be reinstated, an entity must pay all fees, taxes, interest, and penalties that were due to the secretary of state at the time of the entity's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the secretary of state while the entity was dissolved administratively.

(e) If the secretary of state determines that an application under subsection (a) or (b) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (d) have been made, the secretary of state shall:

(1) cancel the certificate of administrative dissolution and prepare a certificate of reinstatement that states the secretary of state's determination and the effective date of reinstatement; and

(f) When reinstatement under this section is effective, the following rules apply:

(1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

(2) The domestic filing entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred.

(3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.25; P.L.96-2025, SEC.6.

IC 23-0.5-6-4Denial of application for reinstatement

Sec. 4. (a) If the secretary of state denies a domestic filing entity's application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial.

(b) An entity may seek judicial review of denial of reinstatement in the circuit or superior court of the county where the entity's principal office (or, if none in Indiana, its registered office) is located not later than thirty (30) days after service of the notice of denial.

(c) An entity appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the following:

IC 23-0.5-7Chapter 7. Issuance of Interrogatories and Investigative Claims

IC 23-0.5-7-1Written interrogatories

(1) domestic or foreign entity, business trust, or agricultural cooperative, that the secretary of state has reason to believe is subject to the provisions of this title under which the domestic entity was created or foreign entity is permitted to transact business in Indiana; and

any written interrogatories as may be reasonably necessary and proper to enable the secretary of state to ascertain whether the entity was formed using suspected fraudulent or alternate filings or is being used to commit fraud.

IC 23-0.5-7-2Requests to answer interrogatories

Sec. 2. (a) The interrogatories under section 1 of this chapter must be answered not later than thirty (30) days after the date the interrogatories are mailed or within an additional period approved, in writing, by the secretary of state. The answers to the interrogatories must be:

(b) If the interrogatories under section 1 of this chapter are directed to an individual, the individual shall answer the interrogatories.

(c) If the interrogatories under section 1 of this chapter are directed to an entity, a governing person of the entity shall answer the interrogatories.

IC 23-0.5-7-3Certification to attorney general

Sec. 3. The secretary of state shall certify to the attorney general, for an action as the attorney general reasonably considers appropriate, all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of this title under which the entity was created, requiring or permitting action by the attorney general.

IC 23-0.5-7-4Failure to respond to interrogatories

(1) remove fraudulent filings from the secretary of state's record for the entity; or

for failure to timely and adequately respond to interrogatories under section 3 of this chapter.

IC 23-0.5-7-5Administrative rules

Sec. 5. The secretary of state may adopt rules under IC 4-22-2 that are necessary to carry out this chapter.

IC 23-0.5-7-6Disclosure of information

Sec. 6. Interrogatories propounded by the secretary of state and the answers received are not open to public inspection. The secretary of state may not disclose any facts or information obtained from the interrogatories unless:

(1) the secretary of state's official duty requires the information to be made public; or

(2) the interrogatories or the answers received are required for evidence in a criminal proceeding or in any other action or proceeding by or against the state of Indiana.

23-0.5-8-3File or transfer case to business or commercial court or docket

IC 23-0.5-8-1Facsimile signatures on corporate bonds and notes

Sec. 1. Subject to any restrictions contained in its organic rules, the signatures of the governing persons of any entity organized under any law of Indiana, on the bonds, notes, debentures, or other evidences of indebtedness of the entity may be facsimiles, and the facsimiles on such instruments are deemed the equivalent of and constitute the written signatures of the governing persons for all purposes, including the full satisfaction of any signature requirements of the laws of Indiana on the negotiable bonds, notes, debentures, and other evidences of indebtedness of the entity.

IC 23-0.5-8-2Right to make charitable contributions

Sec. 2. Every railroad company, rural loan and saving association, credit union, or corporation organized for the conduct of a banking, insurance, surety, trust, safe deposit, mortgage guarantee, or building and loan business organized under any law of Indiana may, subject to any restrictions contained in the articles of incorporation, make contributions out of the gross income of the corporation to such entities, and for any one (1) or more of such purposes, as the board of directors may reasonably believe will constitute deductions from gross income in computing the net income of the corporation subject to tax, under the Internal Revenue Code.

IC 23-0.5-8-3File or transfer case to business or commercial court or docket

Sec. 3. Notwithstanding any law that requires that a case must be filed in a specific court, a case, if otherwise eligible, may also be filed in or transferred to a business or commercial court or docket established or designated by law or supreme court rule.

IC 23-0.5-8-4Principal office address of remote entities

Sec. 4. (a) If an entity conducts all business via telecommunications without a nonresidential physical office, the entity may include with any filing that requires a principal office address a statement that the principal office address is a contact address.

to the secretary of state. The information disclosed by an entity under this subsection shall not be a part of the public record.

23-0.5-9-1Articles of incorporation; domestic business corporation

23-0.5-9-2Articles of amendment; domestic business corporation

23-0.5-9-3Restatement of articles of incorporation; domestic business corporation

23-0.5-9-4Articles of dissolution; domestic business corporation

23-0.5-9-5Articles of revocation of dissolution; domestic business corporation

23-0.5-9-7Registration; domestic limited liability partnership

23-0.5-9-8Certificate of amendment; domestic limited liability partnership

23-0.5-9-9Withdrawal notice; domestic limited liability partnership

23-0.5-9-10Certificate of limited partnership; domestic limited partnership

23-0.5-9-11Certificate of amendment; domestic limited partnership

23-0.5-9-12Restated certificate of limited partnership; domestic limited partnership

23-0.5-9-14Articles of incorporation; domestic nonprofit corporation

23-0.5-9-15Articles of amendment to articles of incorporation; domestic nonprofit corporation

23-0.5-9-16Restatement of articles of incorporation; domestic nonprofit corporation

23-0.5-9-17Articles of dissolution; domestic nonprofit corporation

23-0.5-9-18Articles of revocation of dissolution; domestic nonprofit corporation

23-0.5-9-19Articles of organization; domestic limited liability company

23-0.5-9-20Articles of amendment to articles of organization; domestic limited liability company

23-0.5-9-21Restatement of articles of organization; domestic limited liability company

23-0.5-9-22Articles of dissolution; domestic limited liability company

23-0.5-9-23Articles of revocation of dissolution; domestic limited liability company

23-0.5-9-24Articles of organization; domestic master limited liability company

23-0.5-9-29Foreign registration statement; foreign master limited liability company

23-0.5-9-32No fee for filing a registered agent or office statement of change

23-0.5-9-33No fee for filing a registered agent statement of resignation

23-0.5-9-37Electronic application for renewal of reserved name

23-0.5-9-54Other filings permitted; requests for other facts of record

23-0.5-9-59Filing fees are not refundable upon withdrawal or correction of a filed record

IC 23-0.5-9-1Articles of incorporation; domestic business corporation

Sec. 1. The secretary of state shall collect the following fees for filing the articles of incorporation of a domestic business corporation:

(2) One hundred dollars ($100) for filing in a manner other than electronically.

IC 23-0.5-9-2Articles of amendment; domestic business corporation

Sec. 2. The secretary of state shall collect the following fees for filing articles of amendment to the articles of incorporation of a domestic business corporation:

IC 23-0.5-9-3Restatement of articles of incorporation; domestic business corporation

Sec. 3. The secretary of state shall collect the following fees for filing a restatement of the articles of incorporation of a domestic business corporation or restatement of the articles of incorporation of a domestic business corporation with amendment:

IC 23-0.5-9-4Articles of dissolution; domestic business corporation

Sec. 4. The secretary of state shall collect the following fees for filing articles of dissolution of a domestic business corporation:

IC 23-0.5-9-5Articles of revocation of dissolution; domestic business corporation

Sec. 5. The secretary of state shall collect the following fees for filing articles of revocation of dissolution of a domestic business corporation:

IC 23-0.5-9-6Annual benefit report; benefit corporation

Sec. 6. The secretary of state shall collect the following fees for filing an annual benefit report for a benefit corporation:

IC 23-0.5-9-7Registration; domestic limited liability partnership

Sec. 7. The secretary of state shall collect the following fees for filing a registration for a domestic limited liability partnership:

(2) One hundred dollars ($100) for filing in a manner other than electronically.

IC 23-0.5-9-8Certificate of amendment; domestic limited liability partnership

Sec. 8. The secretary of state shall collect the following fees for filing a certificate of amendment for a domestic limited liability partnership:

IC 23-0.5-9-9Withdrawal notice; domestic limited liability partnership

Sec. 9. The secretary of state shall collect the following fees for filing a withdrawal notice for a domestic limited liability partnership:

IC 23-0.5-9-10Certificate of limited partnership; domestic limited partnership

Sec. 10. The secretary of state shall collect the following fees for filing a certificate of limited partnership of a domestic limited partnership:

(2) One hundred dollars ($100) for filing in a manner other than electronically.

IC 23-0.5-9-11Certificate of amendment; domestic limited partnership

Sec. 11. The secretary of state shall collect the following fees for filing a certificate of amendment for a domestic limited partnership:

IC 23-0.5-9-12Restated certificate of limited partnership; domestic limited partnership

Sec. 12. The secretary of state shall collect the following fees for filing a restated certificate of limited partnership or a restated certificate of limited partnership with amendments for a domestic limited partnership:

IC 23-0.5-9-13Certificate of cancellation; limited partnership

Sec. 13. The secretary of state shall collect the following fees for filing a certificate of cancellation for a limited partnership:

IC 23-0.5-9-14Articles of incorporation; domestic nonprofit corporation

Sec. 14. The secretary of state shall collect the following fees for filing the articles of incorporation of a domestic nonprofit corporation:

IC 23-0.5-9-15Articles of amendment to articles of incorporation; domestic nonprofit corporation

Sec. 15. The secretary of state shall collect the following fees for filing articles of amendment to the articles of incorporation of a domestic nonprofit corporation:

IC 23-0.5-9-16Restatement of articles of incorporation; domestic nonprofit corporation

Sec. 16. The secretary of state shall collect the following fees for filing a restatement of the articles of incorporation of a domestic nonprofit corporation or restatement of the articles of incorporation of a domestic nonprofit corporation with amendment:

IC 23-0.5-9-17Articles of dissolution; domestic nonprofit corporation

Sec. 17. The secretary of state shall collect the following fees for filing articles of dissolution of a domestic nonprofit corporation:

IC 23-0.5-9-18Articles of revocation of dissolution; domestic nonprofit corporation

Sec. 18. The secretary of state shall collect the following fees for filing articles of revocation of dissolution of a domestic nonprofit corporation:

IC 23-0.5-9-19Articles of organization; domestic limited liability company

Sec. 19. The secretary of state shall collect the following fees for filing the articles of organization of a domestic limited liability company:

(2) One hundred dollars ($100) for filing in a manner other than electronically.

IC 23-0.5-9-20Articles of amendment to articles of organization; domestic limited liability company

Sec. 20. The secretary of state shall collect the following fees for filing articles of amendment to the articles of organization of a domestic limited liability company:

IC 23-0.5-9-21Restatement of articles of organization; domestic limited liability company

Sec. 21. The secretary of state shall collect the following fees for filing a restatement of the articles of organization of a domestic limited liability company or restatement of the articles of organization of a domestic limited liability company with amendment:

IC 23-0.5-9-22Articles of dissolution; domestic limited liability company

Sec. 22. The secretary of state shall collect the following fees for filing articles of dissolution of a domestic limited liability company:

IC 23-0.5-9-23Articles of revocation of dissolution; domestic limited liability company

Sec. 23. The secretary of state shall collect the following fees for filing articles of revocation of dissolution of a domestic limited liability company:

IC 23-0.5-9-24Articles of organization; domestic master limited liability company

Sec. 24. The secretary of state shall collect the following fees for filing the articles of organization of a domestic master limited liability company:

(2) Two hundred fifty dollars ($250) for filing in a manner other than electronically.

IC 23-0.5-9-25Articles of designation

Sec. 25. The secretary of state shall collect the following fees for filing articles of designation:

IC 23-0.5-9-26Foreign registration statement

Sec. 26. (a) The secretary of state shall collect the following fees for filing a foreign registration statement electronically:

(b) The secretary of state shall collect the following fees for filing a foreign registration statement in a manner other than electronically:

IC 23-0.5-9-27Amendment to foreign registration statement

Sec. 27. The secretary of state shall collect the following fees for filing an amendment to a foreign registration statement:

IC 23-0.5-9-28Statement of withdrawal

Sec. 28. The secretary of state shall collect the following fees for filing a statement of withdrawal:

IC 23-0.5-9-29Foreign registration statement; foreign master limited liability company

Sec. 29. The secretary of state shall collect the following fees for filing a foreign registration statement for a foreign master limited liability company:

(2) Two hundred fifty dollars ($250) for filing in a manner other than electronically.

IC 23-0.5-9-30Commercial registered agent listing statement

Sec. 30. The secretary of state shall collect the following fees for filing a commercial registered agent listing statement:

IC 23-0.5-9-31Commercial registered agent termination statement

Sec. 31. The secretary of state shall collect the following fees for filing a commercial registered agent termination statement:

IC 23-0.5-9-32No fee for filing a registered agent or office statement of change

Sec. 32. There is no fee for filing a registered agent or office statement of change.

IC 23-0.5-9-33No fee for filing a registered agent statement of resignation

Sec. 33. There is no fee for filing a registered agent statement of resignation.

IC 23-0.5-9-34Biennial report

Sec. 34. (a) The secretary of state shall collect the following fees for filing a biennial report electronically:

(b) The secretary of state shall collect the following fees for filing a biennial report in a manner other than electronically:

IC 23-0.5-9-35Articles of correction

Sec. 35. The secretary of state shall collect the following fees for filing articles of correction:

IC 23-0.5-9-36Electronic application for reserved name

Sec. 36. The secretary of state shall collect a fee of ten dollars ($10) for filing an electronic application for reserved name.

IC 23-0.5-9-37Electronic application for renewal of reserved name

Sec. 37. The secretary of state shall collect a fee of ten dollars ($10) for filing an electronic application for renewal of reserved name.

IC 23-0.5-9-38Electronic notice of transfer of reserved name

Sec. 38. The secretary of state shall collect a fee of ten dollars ($10) for filing an electronic notice of transfer of reserved name.

IC 23-0.5-9-39No fee for filing cancellation of reserved name

IC 23-0.5-9-40Application for assumed business name

Sec. 40. (a) The secretary of state shall collect the following fees for filing an application for assumed business name electronically:

(1) In the case of a for-profit entity, twenty dollars ($20) multiplied by the number of assumed business names stated in the application.

(2) In the case of a nonprofit corporation, ten dollars ($10) multiplied by the number of assumed business names stated in the application.

(b) The secretary of state shall collect the following fees for filing an application for assumed business name in a manner other than electronically:

(1) In the case of a for-profit entity, thirty dollars ($30) multiplied by the number of assumed business names stated in the application.

(2) In the case of a nonprofit corporation, twenty-six dollars ($26) multiplied by the number of assumed business names stated in the application.

IC 23-0.5-9-41Cancellation of assumed business name; no fee

IC 23-0.5-9-42Application for reinstatement; fees

Sec. 42. The secretary of state shall collect the following fees for filing an application for reinstatement following administrative dissolution or revocation:

IC 23-0.5-9-43Application for certificate of existence

Sec. 43. The secretary of state shall collect the following fees for filing an application for certificate of existence:

IC 23-0.5-9-44Preclearance of filing

Sec. 44. The secretary of state shall collect a fee of ten dollars ($10) for a preclearance of a filing.

IC 23-0.5-9-45Articles of merger

Sec. 45. (a) The secretary of state shall collect the following fees for filing articles of merger electronically:

(b) The secretary of state shall collect the following fees for filing articles of merger in a manner other than electronically:

IC 23-0.5-9-46Articles of abandonment of merger

Sec. 46. The secretary of state shall collect the following fees for filing articles of abandonment of merger:

IC 23-0.5-9-47Articles of interest exchange

Sec. 47. The secretary of state shall collect the following fees for filing articles of interest exchange:

IC 23-0.5-9-48Articles of abandonment of interest exchange

Sec. 48. The secretary of state shall collect the following fees for filing articles of abandonment of interest exchange:

IC 23-0.5-9-49Articles of conversion

Sec. 49. The secretary of state shall collect the following fees for filing articles of conversion:

IC 23-0.5-9-50Articles of abandonment of conversion

Sec. 50. The secretary of state shall collect the following fees for filing articles of abandonment of conversion:

IC 23-0.5-9-51Articles of domestication

Sec. 51. The secretary of state shall collect the following fees for filing articles of domestication:

IC 23-0.5-9-52Articles of abandonment of domestication

Sec. 52. The secretary of state shall collect the following fees for filing articles of abandonment of domestication:

IC 23-0.5-9-53Notice of merger or conversion

Sec. 53. The secretary of state shall collect the following fees for filing a notice of merger or conversion:

IC 23-0.5-9-54Other filings permitted; requests for other facts of record

Sec. 54. The secretary of state shall collect the following fees for filing any other filing required or permitted to be filed by this article, including an application for any other certificates or certification certificate (except for any such other certificates that the secretary of state may determine to issue without additional fee in connection with particular filings) and a request for other facts of record under IC 23-0.5-2-8:

IC 23-0.5-9-55Copying and certifying copy of filed record

Sec. 55. The secretary of state shall collect the following fees for copying and certifying the copy of any filed record:

The fees imposed under this section do not apply to any copies or certifications that are processed on the secretary of state's Internet web site.

IC 23-0.5-9-56Service of process on secretary of state

Sec. 56. The secretary of state shall collect a fee of ten dollars ($10) each time process is served on the secretary of state under this article. If the party to a proceeding causing service of process prevails in the proceeding, then that party is entitled to recover this fee as costs from the nonprevailing party.

IC 23-0.5-9-57Electronic filing

Sec. 57. The secretary of state shall prescribe the electronic means of filing documents to which the electronic filing fees set forth in this chapter apply.

IC 23-0.5-9-58Forms of payment

Sec. 58. The secretary of state may accept payment of the correct filing fee by credit card, debit card, charge card, or similar method. However, if the filing fee is paid by credit card, debit card, charge card, or similar method, the liability is not finally discharged until the secretary of state receives payment or credit from the institution responsible for making the payment or credit. The secretary of state may contract with a bank or credit card vendor for acceptance of bank or credit cards. However, if there is a vendor transaction charge or discount fee, whether billed to the secretary of state or charged directly to the secretary of state's account, the secretary of state or the credit card vendor may collect from the person using the bank or credit card a fee that may not exceed the highest transaction charge or discount fee charged to the secretary of state by the bank or credit card vendor during the most recent collection period. This fee may be collected regardless of any agreement between the bank and a credit card vendor or regardless of any internal policy of the credit card vendor that may prohibit this type of fee. The fee is a permitted additional charge under IC 24-4.5-3-202.

IC 23-0.5-9-59Filing fees are not refundable upon withdrawal or correction of a filed record

Sec. 59. The withdrawal under IC 23-0.5-2-4 of a filed record before it is effective or the correction of a filed record under IC 23-0.5-2-5 does not entitle the person on whose behalf the record was filed to a refund of the filing fee.

IC 23-0.6ARTICLE 0.6. UNIFORM BUSINESS ORGANIZATION TRANSACTIONS ACT

23-0.6-1-2Application of law; limitations; relation to other laws

23-0.6-1-3Party to interest exchange, conversion, domestication; approval; disposition of charitable assets

IC 23-0.6-1-1Short title

Sec. 1. This article may be cited as the Uniform Business Organization Transactions Act.

IC 23-0.6-1-2Application of law; limitations; relation to other laws

Sec. 2. (a) Unless displaced by particular provisions of this article, the principles of law and equity supplement this article.

(b) This article does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this article.

(c) A transaction effected under this article may not create or impair any right or obligation on the part of a person under a provision of the law of Indiana other than this article relating to a change in control, takeover, business combination, control share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating corporation unless:

(1) if the corporation does not survive the transaction, the transaction satisfies any requirements of the provision; or

(2) if the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right or obligation directly under the provision.

IC 23-0.6-1-3Party to interest exchange, conversion, domestication; approval; disposition of charitable assets

Sec. 3. (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer under the law of Indiana in order to be a party to a merger must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestication.

(b) Property held for a charitable purpose under the law of Indiana by a domestic or foreign entity immediately before a transaction under this article becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, or devised unless, to the extent required by or pursuant to the law of Indiana concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order specifying the disposition of the property from a court having jurisdiction over the matter.

IC 23-0.6-1-4Status of filings

Sec. 4. A filing under this article signed by a domestic entity becomes part of the public organic document of the entity if the entity's organic law provides that similar filings under that law become part of the public organic document of the entity.

IC 23-0.6-1-5Nonexclusivity

Sec. 5. The fact that a transaction under this article produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this article.

IC 23-0.6-1-6Reference to external facts

(1) provision under this article permits any of the terms of a plan to be dependent on facts objectively ascertainable outside the plan; and

(2) plan includes terms that are dependent on facts described in subdivision (1);

the manner in which the facts will operate upon the terms of the plan and the manner in which the facts will become operative must be set forth in the plan.

(1) Any of the following that are available in a nationally recognized news or information medium either in print or electronically:

(2) A determination made or action taken by any person, including the entity or another party to a plan.

(3) The terms of, or actions taken under, an agreement to which the entity is a party, or any other agreement or document.

(4) The number of authorized interests and designation of each class or series of interests.

(6) Any required statement in a plan of the date on which the underlying transaction was approved or the manner in which that approval was given.

(d) If a provision of a plan is made dependent on a fact ascertainable outside the plan, and:

(1) the fact is not ascertainable by reference to a source described in subsection (b)(1) or a document that is a matter of public record; and

(2) the entity has not provided notice of the fact to the affected interest holders;

the entity shall file with the secretary of state articles of amendment setting forth the fact promptly after the time the fact referred to is first ascertainable or changes.

(1) are considered to be authorized by the plan to which the articles of amendment relate; and

IC 23-0.6-1-7Approval of transaction

Sec. 7. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this article by the unanimous vote or consent of its interest holders satisfies the requirements of this article for approval of the transaction.

IC 23-0.6-1-8Appraisal rights

Sec. 8. (a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless:

(1) the organic law permits the organic rules to limit the availability of appraisal rights; and

(b) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this article to the extent provided:

(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, IC 23-1-44 applies to the extent practicable or as otherwise provided in the entity's organic rules or the plan.

IC 23-0.6-1.5-1Application of definitions

Sec. 1. Except as otherwise provided by this article, the definitions set forth in IC 23-0.5-1.5 apply to this article:

IC 23-0.6-1.5-2"Acquired entity"

Sec. 2. "Acquired entity" means the entity in which all of one (1) or more classes or series of interests are acquired in an interest exchange.

IC 23-0.6-1.5-3"Acquiring entity"

Sec. 3. "Acquiring entity" means the entity that acquires all of one (1) or more classes or series of interests of the acquired entity in an interest exchange.

IC 23-0.6-1.5-4"Approve"

Sec. 4. "Approve" means, in the case of an entity, for its governing persons and interest holders to take whatever steps are necessary under its organic rules, organic law, and other law to:

(3) conduct any required proceedings or otherwise obtain any required votes or consents of the governing persons or interest holders.

IC 23-0.6-1.5-5"Articles of conversion"

Sec. 5. "Articles of conversion" refers to the filing required by IC 23-0.6-4-5.

IC 23-0.6-1.5-6"Articles of domestication"

Sec. 6. "Articles of domestication" refers to the filing required by IC 23-0.6-5-5.

IC 23-0.6-1.5-7"Articles of interest exchange"

Sec. 7. "Articles of interest exchange" refers to the filing required by IC 23-0.6-3-5.

IC 23-0.6-1.5-8"Articles of merger"

IC 23-0.6-1.5-9"Conversion"

IC 23-0.6-1.5-10"Converted entity"

Sec. 10. "Converted entity" means the converting entity as it continues in existence after a conversion.

IC 23-0.6-1.5-11"Converting entity"

Sec. 11. "Converting entity" means the domestic entity that approves a plan of conversion under IC 23-0.6-4-3 or the foreign entity that approves a conversion under the law of its jurisdiction of organization.

IC 23-0.6-1.5-12"Domesticated entity"

Sec. 12. "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

IC 23-0.6-1.5-13"Domesticating entity"

Sec. 13. "Domesticating entity" means the domestic entity that approves a plan of domestication under IC 23-0.6-5-3 or the foreign entity that approves a domestication under the law of its jurisdiction of organization.

IC 23-0.6-1.5-14"Domestication"

IC 23-0.6-1.5-15"Interest exchange"

IC 23-0.6-1.5-16"Interest holder liability"

(1) personal liability for a liability of an entity that is imposed on a person:

(B) by the organic rules of the entity which make one (1) or more specified interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

(2) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.

IC 23-0.6-1.5-17"Merger"

Sec. 17. "Merger" means a transaction in which two (2) or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state.

IC 23-0.6-1.5-18"Merging entity"

Sec. 18. "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.

IC 23-0.6-1.5-19"Organic law"

(1) The law of an entity's jurisdiction of formation governing the internal affairs of the entity.

(2) IC 23-1-40 for a domestic business corporation engaged in a transaction under this article.

(3) IC 23-17-19 for a domestic nonprofit corporation engaged in a transaction under this article.

IC 23-0.6-1.5-20"Plan"

Sec. 20. "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication.

IC 23-0.6-1.5-21"Plan of conversion"

IC 23-0.6-1.5-22"Plan of domestication"

IC 23-0.6-1.5-23"Plan of interest exchange"

IC 23-0.6-1.5-24"Plan of merger"

IC 23-0.6-1.5-25"Surviving entity"

Sec. 25. "Surviving entity" means the entity that continues in existence after a merger under IC 23-0.6-2.

23-0.6-2-5Filing articles of merger; contents; surviving entity

IC 23-0.6-2-1Right to merge

Sec. 1. (a) Except as otherwise provided in this section, by complying with this chapter:

(1) one (1) or more domestic entities may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and

(b) Except as otherwise provided in this section, by complying with the provisions of this chapter applicable to foreign entities, a foreign entity may be a party to a merger under this chapter or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.

(d) A merger involving domestic or foreign nonprofit corporations is governed by IC 23-17-19 and not this chapter.

IC 23-0.6-2-2Plan of merger; contents

Sec. 2. (a) A domestic entity may become a party to a merger under this chapter by approving a plan of merger. The plan must be in a record and contain:

(1) as to each merging entity, its name, jurisdiction of formation, and type of entity;

(2) the manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;

(5) any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity;

(6) if a partnership is to be the surviving entity, the names and business addresses of the general partners of the surviving entity; and

(7) if a limited liability company is to be the surviving entity and management of the limited liability company is vested in one (1) or more managers, the names and business addresses of the managers.

(b) In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.

IC 23-0.6-2-3Approval of plan of merger

(A) in accordance with the requirements, if any, in its organic law and organic rules for approval of the merger; or

(B) by all the interest holders of the entity entitled to vote on or consent to any matter if, in the case of an entity that is not a business corporation, neither its organic law nor organic rules provide for approval of the merger; and

(2) in a record, by each interest holder of a domestic merging entity which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:

(A) the organic rules of the entity provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the affirmative vote or consent of fewer than all the interest holders; and

(B) the interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) A merger under this chapter involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.

IC 23-0.6-2-4Amendment or abandonment of plan of merger

Sec. 4. (a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.

(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) by its governing persons or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:

(A) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;

(B) the public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or

(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(c) After a plan of merger has been approved and before articles of merger are effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging entity may abandon the plan in the same manner as the plan was approved.

(d) If a plan of merger is abandoned after articles of merger have been delivered to the secretary of state for filing, articles of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the articles of merger take effect. Articles of abandonment take effect on filing, and the merger is abandoned and does not become effective. The articles of abandonment must contain:

(2) the date on which articles of merger were filed by the secretary of state; and

(3) a statement that the merger has been abandoned in accordance with this section.

IC 23-0.6-2-5Filing articles of merger; contents; surviving entity

Sec. 5. (a) Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing.

(1) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;

(2) the name, jurisdiction of formation, and type of entity of the surviving entity;

(3) if the articles of merger are not effective upon filing, the later date and time on which the articles of merger will become effective, which may not be more than ninety (90) days after the date of filing;

(4) a statement that the merger was approved by each domestic merging entity, if any, in accordance with this chapter and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;

(5) if the surviving entity is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; and

(6) if the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state under section 6(e) of this chapter.

(c) Articles of merger may contain an electronic mail address to which service of process may be made under section 6(e) of this chapter.

(d) In addition to the requirements of subsection (b), articles of merger may contain any other provision not prohibited by law.

(e) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of Indiana, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.

(f) A plan of merger that is signed by all the merging entities and meets all the requirements of subsection (b) may be delivered to the secretary of state for filing instead of articles of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this article to articles of merger refer to the plan of merger filed under this subsection.

(g) Articles of merger are effective on the date and time of filing or the later date and time specified in the articles of merger.

(h) If the surviving entity is a domestic entity, the merger becomes effective when the articles of merger are effective. If the surviving entity is a foreign entity, the merger becomes effective on the later of:

(i) The surviving entity resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which the entity has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the articles of merger set forth amendments to the articles of incorporation of the surviving corporation that change its entity name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving entity has any real property at the time the merger becomes effective. A failure to record a copy of the articles of merger under this subsection does not affect the validity of the merger or the change in corporate name.

As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.35; P.L.177-2019, SEC.10.

IC 23-0.6-2-6Effect of merger

(3) all property of each merging entity vests in the surviving entity without transfer, reversion, or impairment;

(4) all debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity;

(5) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity;

(A) all its property continues to be vested in it without transfer, reversion, or impairment;

(B) it remains subject to all its debts, obligations, and other liabilities; and

(7) the name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;

(A) public organic record, if any, is amended to the extent provided in the articles of merger; and

(B) private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger;

(9) a proceeding pending against any party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the entity whose existence ceased; and

(10) the interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only the rights provided to them under the plan of merger and to any appraisal rights they have under IC 23-0.6-1-8.

(b) Except as otherwise provided in the organic law or organic rules of a merging entity, a merger under this chapter does not give rise to any rights that an interest holder, governing person, or third party would have upon a dissolution, liquidation, or winding up of the merging entity.

(c) When a merger under this chapter becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective.

(d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability is subject to the following rules:

(1) The merger does not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the interest holder liability was incurred before the merger became effective.

(2) The person does not have interest holder liability under the organic law of the domestic merging entity for any debt, obligation, or other liability that is incurred after the merger becomes effective.

(3) The organic law of the domestic merging entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (1) as if the merger had not occurred.

(4) The person has whatever rights of contribution from any other person as are provided by law other than this article or the organic rules of the domestic merging entity with respect to any interest holder liability preserved under subdivision (1) as if the merger had not occurred.

(e) When a merger under this chapter becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity in accordance with applicable law.

(f) When a merger under this chapter becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled.

23-0.6-3-4Amendment or abandonment of plan of interest exchange

IC 23-0.6-3-0.3Governing law

Sec. 0.3. A share exchange between or among domestic or foreign business corporations is governed by IC 23-1-40 and not this chapter.

IC 23-0.6-3-0.5Limitations on application

IC 23-0.6-3-1Authorization of interest exchange

Sec. 1. (a) Except as otherwise provided in this chapter, by complying with this article:

(1) a domestic entity may acquire all of one (1) or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing; or

(2) all of one (1) or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing.

(b) Except as otherwise provided in this chapter, by complying with the provisions of this article applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under this article if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.

IC 23-0.6-3-2Plan of interest exchange; contents

Sec. 2. (a) A domestic entity may be the acquired entity in an interest exchange under this article by approving a plan of interest exchange. The plan must be in a record and contain:

(3) the manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing;

(4) any proposed amendments to the public organic document or private organic rules that are, or are proposed to be, in a record of the acquired entity;

(6) any other provision required by the law of this state or the organic rules of the acquired entity.

(b) A plan of interest exchange may contain any other provision not prohibited by law.

IC 23-0.6-3-3Approval of plan of interest exchange

Sec. 3. (a) A plan of interest exchange is not effective unless it has been approved:

(A) in accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange;

(B) except as otherwise provided in subsection (d), if neither its organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

(i) in the case of an entity that is not a business corporation, a merger, as if the interest exchange were a merger; or

(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the interest exchange were that type of merger; or

(C) if neither its organic law nor organic rules provide for approval of an interest exchange or a merger described in clause (B)(ii), by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(2) in a record, by each interest holder of a domestic acquired entity that will have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:

(A) the organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and

(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.

(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.

(d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection (a)(1)(B).

IC 23-0.6-3-4Amendment or abandonment of plan of interest exchange

Sec. 4. (a) A plan of interest exchange of a domestic acquired entity may be amended:

(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) by the governing persons or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change:

(A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by any of the interest holders of the acquired entity under the plan;

(B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or

(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b) After a plan of interest exchange has been approved by a domestic acquired entity and before articles of interest exchange become effective, the plan may be abandoned:

(c) If a plan of interest exchange is abandoned after articles of interest exchange have been filed with the secretary of state, articles of abandonment, signed on behalf of the acquired entity, must be filed with the secretary of state before the time the articles of interest exchange become effective. The articles of abandonment take effect upon filing, and the interest exchange is abandoned and does not become effective. The articles of abandonment must contain:

(3) a statement that the interest exchange has been abandoned in accordance with this section.

IC 23-0.6-3-5Articles of interest exchange; contents; filing

Sec. 5. (a) Articles of interest exchange must be signed on behalf of a domestic acquired entity and filed with the secretary of state.

(3) if the articles of interest exchange are not to be effective upon filing, the later date and time on which the articles of interest exchange will become effective, which may not be more than ninety (90) days after the date of filing;

(4) a statement that the plan of interest exchange was approved by the acquired entity in accordance with this chapter; and

(5) any amendments to the acquired entity's public organic document approved as part of the plan of interest exchange.

(c) In addition to the requirements of subsection (b), articles of interest exchange may contain any other provision not prohibited by law.

(d) A plan of interest exchange that is signed on behalf of a domestic acquired entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of articles of interest exchange and upon filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in this article to articles of interest exchange refer to the plan of interest exchange filed under this subsection.

(e) Articles of interest exchange become effective upon the date and time of filing or the later date and time specified in the articles of interest exchange.

IC 23-0.6-3-6Effect of interest exchange

(1) the interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged, and the interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under IC 23-0.6-1-8 and the acquired entity's organic law;

(2) the acquiring entity becomes the interest holder of the interests in the acquired entity stated in the plan of interest exchange to be acquired by the acquiring entity;

(3) the public organic document, if any, of the acquired entity is amended as provided in the articles of interest exchange and is binding on its interest holders; and

(4) the private organic rules of the acquired entity that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange and are binding on and enforceable by:

(B) in the case of an acquired entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the acquired entity's private organic rules.

(b) Except as otherwise provided in the organic law or organic rules of the acquired entity, the interest exchange does not give rise to any rights that an interest holder, governing person, or third party would otherwise have upon a dissolution, liquidation, or winding up of the acquired entity.

(c) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the interest exchange becomes effective.

(d) When an interest exchange under this chapter becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic exchanging entity in accordance with applicable law.

(e) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest holder liability is as follows:

(1) The interest exchange does not discharge any interest holder liability under the organic law of the domestic acquired entity to the extent the interest holder liability arose before the interest exchange became effective.

(2) The person does not have interest holder liability under the organic law of the domestic acquired entity for any liability that arises after the interest exchange becomes effective.

(3) The organic law of the domestic acquired entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (1) as if the interest exchange had not occurred.

(4) The person has whatever rights of contribution from any other person as are provided by the organic law or organic rules of the domestic acquired entity with respect to any interest holder liability preserved under subdivision (1) as if the interest exchange had not occurred.

23-0.6-4-5Articles of conversion; contents; filing; effective date

IC 23-0.6-4-1Authorization of conversion; limitations on use

Sec. 1. (a) Except as otherwise provided in this section, by complying with this article or other law, a domestic entity may become:

(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.

(b) Except as otherwise provided in this section, by complying with the provisions of this article applicable to foreign entities, a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.

(1) converts an insurance company organized on the mutual principle to a company organized on a stock share basis;

(d) If as a result of conversion one (1) or more shareholders or interest holders of a surviving entity become subject to owner liability for the debts, obligations, or liabilities of the surviving entity or any other person or entity, approval of the plan of conversion requires each shareholder or interest holder of the converting entity to execute a separate written consent to become subject to owner liability.

IC 23-0.6-4-2Plan of conversion; contents

Sec. 2. (a) A domestic entity may convert to a different type of entity under this chapter by approving a plan of conversion. The plan must be in a record and contain:

(3) the manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing;

(4) the proposed public organic document of the converted entity if it will be a filing entity;

(5) the full text of the private organic rules of the converted entity that are proposed to be in a record;

(7) any other provision required by the law of this state or the organic rules of the converting entity.

IC 23-0.6-4-3Approval of plan of conversion

(A) in accordance with the requirements, if any, in its organic rules for approval of a conversion;

(B) if its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

(i) in the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or

(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or

(C) by all of the interest holders of the entity entitled to vote on or consent to any matter if, in the case of any entity that is not a business corporation, neither its organic law nor organic rules provide for approval of a conversion or a merger; and

(2) in a record, by each interest holder of a domestic converting entity which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless, in the case of an entity that is not a business corporation:

(A) the organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and

(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.

IC 23-0.6-4-4Amendment or abandonment of plan of conversion

Sec. 4. (a) A plan of conversion of a domestic converting entity may be amended:

(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) by its governing persons or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:

(B) the public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or

(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b) After a plan of conversion has been approved and before articles of conversion become effective, the plan may be abandoned as provided in the plan or, unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of conversion is abandoned after articles of conversion have been delivered to the secretary of state for filing, articles of abandonment, signed by the converting entity, must be delivered to the secretary of state for filing before the articles of conversion become effective. Articles of abandonment take effect on filing, and the conversion is abandoned and does not become effective. Articles of abandonment must contain:

(2) the date on which articles of conversion were filed by the secretary of state; and

(3) a statement that the conversion has been abandoned in accordance with this section.

IC 23-0.6-4-5Articles of conversion; contents; filing; effective date

Sec. 5. (a) Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing.

(2) the name (which must satisfy the requirements of applicable law), jurisdiction of organization, and type of the converted entity;

(3) if the articles of conversion are not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;

(4) if the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this article or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;

(5) if the converted entity is a domestic filing entity, its public organic record, as an attachment; and

(6) if the converted entity is a foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state under section 6(e) of this chapter.

(c) Articles of conversion may contain an electronic mail address to which service of process may be made under section 6(e) of this chapter.

(d) In addition to the requirements of subsection (b), articles of conversion may contain any other provision not prohibited by law.

(e) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.

(f) A plan of conversion that is signed by a domestic converting entity and meets all the requirements of subsection (b) may be delivered to the secretary of state for filing instead of articles of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this article to articles of conversion refer to the plan of conversion filed under this subsection.

(g) Articles of conversion are effective upon the date and time of filing or the later date and time specified in the articles of conversion.

(h) If the converted entity is a domestic entity, the conversion becomes effective when the articles of conversion are effective. If the converted entity is a foreign entity, the conversion becomes effective on the later of:

As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.36; P.L.177-2019, SEC.11.

IC 23-0.6-4-6Effect of conversion; liability

(2) all property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment;

(3) all debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity;

(4) except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;

(5) the name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;

(6) if a converted entity is a filing entity, its public organic record is effective;

(7) the private organic rules of the converted entity which are to be in a record, if any, approved as part of the plan of conversion are effective;

(8) a proceeding pending against any party to the conversion may be continued as if the conversion did not occur or the surviving entity may be substituted in the proceeding for the entity whose existence ceased; and

(9) the interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under IC 23-0.6-1-8 and the converting entity's organic law.

(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion does not give rise to any rights that an interest holder, governing person, or third party would have upon a dissolution, liquidation, or winding up of the converting entity.

(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.

(d) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting entity with respect to which the person had interest holder liability is subject to the following rules:

(1) The conversion does not discharge any interest holder liability under the organic law of a domestic converting entity to the extent the interest holder liability was incurred before the conversion became effective.

(2) The person does not have interest holder liability under the organic law of a domestic converting entity for any debt, obligation, or other liability that is incurred after the conversion becomes effective.

(3) The organic law of the domestic converting entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (1) as if the conversion had not occurred.

(4) The person has whatever rights of contribution from any other person as are provided by other law or the organic rules of the domestic converting entity with respect to any interest holder liability preserved under subdivision (1) as if the conversion had not occurred.

(e) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities in accordance with applicable law.

(f) If the converting entity is a registered foreign entity, its registration to do business in this state is canceled when the conversion becomes effective.

(g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

23-0.6-5-4Amendment or abandonment of plan of domestication; articles of abandonment; contents

23-0.6-5-5Articles of domestication; contents; filing; effective date

IC 23-0.6-5-1Authorization of domestication

Sec. 1. (a) Except as otherwise provided in this section, by complying with this article, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.

(b) Except as otherwise provided in this section, by complying with the provisions of this article applicable to foreign entities, a foreign entity may become a domestic entity of the same type of entity in this state if the domestication is authorized by the law of the foreign entity's jurisdiction of formation.

IC 23-0.6-5-2Plan of domestication; contents

Sec. 2. (a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain:

(3) the manner of converting the interests in the domesticating entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;

(4) the proposed public organic record of the domesticated entity if it is a filing entity;

(5) the full text of the private organic rules of the domesticated entity that are proposed to be in a record;

(7) any other provision required by the law of this state or the organic rules of the domesticating entity.

(b) In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.

IC 23-0.6-5-3Approval of plan of domestication

Sec. 3. (a) A plan of domestication is not effective unless it has been approved:

(A) in accordance with the requirements, if any, in its organic rules for approval of a domestication;

(B) if its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

(i) in the case of an entity that is not a business corporation, a merger, as if the domestication were a merger; or

(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or

(C) by all of the interest holders of the entity entitled to vote on or consent to any matter if, in the case of an entity that is not a business corporation, neither its organic law nor organic rules provide for approval of a domestication or merger; and

(2) in a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:

(A) the organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and

(B) the interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of formation.

IC 23-0.6-5-4Amendment or abandonment of plan of domestication; articles of abandonment; contents

Sec. 4. (a) A plan of domestication of a domestic domesticating entity may be amended:

(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) by its governing persons or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:

(B) the public organic record, if any, or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or

(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b) After a plan of domestication has been approved by a domestic domesticating entity and before articles of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating entity may abandon the plan in the same manner as the plan was approved.

(c) If a plan of domestication is abandoned after articles of domestication have been delivered to the secretary of state for filing, articles of abandonment, signed by the entity, must be delivered to the secretary of state for filing before the time the articles of domestication become effective. The articles of abandonment take effect on filing, and the domestication is abandoned and does not become effective. Articles of abandonment must contain:

(2) the date on which articles of domestication were filed by the secretary of state; and

(3) a statement that the domestication has been abandoned in accordance with this section.

IC 23-0.6-5-5Articles of domestication; contents; filing; effective date

Sec. 5. (a) Articles of domestication must be signed by the domesticating entity and delivered to the secretary of state for filing.

(1) the name, jurisdiction of formation, and type of entity of the domesticating entity;

(2) the name (which must satisfy the requirements of applicable law) and jurisdiction of formation of the domesticated entity;

(3) if the articles of domestication are not to be effective upon filing, the later date and time on which the articles of domestication will become effective, which may not be more than ninety (90) days after the date of filing;

(4) if the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this article or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation;

(5) if the domesticated entity is a domestic filing entity, its public organic record, as an attachment; and

(6) if the domesticated entity is a foreign entity that is not a registered foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state pursuant to section 6(e) of this chapter.

(c) Articles of domestication may contain an electronic mail address to which service of process may be made under section 6(e) of this chapter.

(d) In addition to the requirements of subsection (b), articles of domestication may contain any other provision not prohibited by law.

(e) If the domesticated entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.

(f) A plan of domestication that is signed by a domesticating domestic entity and meets all the requirements of subsection (b) may be delivered to the secretary of state for filing instead of articles of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this subsection, references in this article to articles of domestication refer to the plan of domestication filed under this subsection.

(g) Articles of domestication are effective on the date and time of filing or the later date and time specified in the articles of domestication.

(h) A domestication in which the domesticated entity is a domestic entity becomes effective when the articles of domestication are effective. A domestication in which the domesticated entity is a foreign entity becomes effective on the later of:

(1) the date and time provided by the organic law of the domesticated entity; or

As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.37; P.L.177-2019, SEC.12.

IC 23-0.6-5-6Effective date of domestication; effect; liability

(A) organized under and subject to the organic law of the domesticated entity; and

(2) all property of the domesticating entity continues to be vested in the domesticated entity without transfer, reversion, or impairment;

(3) all debts, obligations, and other liabilities of the domesticating entity continue as debts, obligations, and other liabilities of the domesticated entity;

(4) except as provided by law or the plan of domestication, all the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity;

(5) the name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;

(6) if the domesticated entity is a filing entity, its public organic record is effective;

(7) the private organic rules of the domesticated entity that are to be in a record, if any, are approved as part of the plan of domestication;

(8) the interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under IC 23-0.6-1-8 and the domesticating entity's organic law; and

(9) an action or proceeding pending against the entity continues against the entity as if the domestication had not occurred.

(b) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication does not give rise to any rights that an interest holder, governing person, or third party would otherwise have upon a dissolution, liquidation, or winding up of the domesticating entity.

(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the domestication becomes effective.

(d) When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating entity with respect to which the person had interest holder liability is subject to the following rules:

(1) The domestication does not discharge any interest holder liability under the organic law of the domesticating domestic entity to the extent the interest holder liability was incurred before the domestication became effective.

(2) The person does not have interest holder liability under the organic law of a domestic domesticating entity for any debt, obligation, or other liability that is incurred after the domestication becomes effective.

(3) The organic law of a domestic domesticating entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (1) as if the domestication had not occurred.

(4) The person has whatever rights of contribution from any other person as are provided by other law or the organic rules of a domestic domesticating entity with respect to any interest holder liability preserved under subdivision (1) as if the domestication had not occurred.

(e) When a domestication becomes effective, a foreign entity that is the domesticated entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities in accordance with applicable law.

(f) If the domesticating entity is a registered foreign entity, the registration to do business in this state of the domesticating entity is canceled when the domestication becomes effective.

(g) A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

23-0.6-6-2Effect on application of federal electronic signatures law

23-0.6-6-3Effect on actions or proceedings commenced or rights accrued before January 1, 2018

IC 23-0.6-6-1Application and construction

Sec. 1. In applying and construing this article, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.

IC 23-0.6-6-2Effect on application of federal electronic signatures law

Sec. 2. This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. 7003(b).

IC 23-0.6-6-3Effect on actions or proceedings commenced or rights accrued before January 1, 2018

Sec. 3. This article does not affect an action or proceeding commenced or a right accrued before January 1, 2018.

Ch. 27.Subsequent Acquisition of Shares by Shareholders and Corporation

Ch. 37.Indemnification of Directors, Officers, Employees, and Agents

IC 23-1-17-1Short title

Sec. 1. This article shall be known and may be cited as the Indiana Business Corporation Law.

IC 23-1-17-2Amendment or repeal of law

Sec. 2. The general assembly has power to amend or repeal all or part of this article at any time, and all domestic and foreign corporations subject to this article are governed by the amendment or repeal.

IC 23-1-17-3Application; domestic corporations; references

Sec. 3. (a) After July 31, 1987, this article applies to all domestic corporations in existence on July 31, 1987, that were incorporated under IC 23-1-1 through IC 23-1-12 (repealed August 1, 1987) or any other prior law. It also applies to all corporations incorporated under IC 23-1-21.

(b) After a corporation becomes subject to the Indiana Business Corporation Law, all references in the articles of incorporation of the corporation to the former Indiana General Corporation Act (IC 23-1-1 through IC 23-1-12) (repealed August 1, 1987) shall be considered to refer to the Indiana Business Corporation Law, unless otherwise determined by resolution of the board of directors. Whenever the board of directors adopts such a resolution, it shall be filed in the office of the secretary of state.

(c) All references to IC 23-1 in the articles of incorporation, bylaws, and other rules governing the internal affairs of a corporation are considered references to IC 23-0.5 and IC 23-0.6 also.

As added by P.L.149-1986, SEC.1. Amended by P.L.107-1987, SEC.3; P.L.3-1990, SEC.81; P.L.1-2010, SEC.91; P.L.118-2017, SEC.7.

IC 23-1-17-3.1Application; domestic railroad corporations

Sec. 3.1. (a) This article applies to a domestic railroad corporation incorporated before July 1, 1990, if:

(1) the corporation's board of directors adopts a resolution electing to have this article apply to the corporation;

(2) the resolution specifies the date this article will apply to the corporation; and

(3) the resolution is filed in the office of the secretary of state before the date specified under subdivision (2).

(b) The following do not apply to a railroad corporation incorporated under this article:

(c) Unless otherwise specified in a resolution described under subsection (a), a reference to a statute listed under subsection (b) that is contained in the articles of association of a railroad corporation incorporated under this article shall be treated as a reference to the Indiana Business Corporation Law (IC 23-1).

(d) A reference in a statute, other than a statute listed under subsection (b), to a railroad incorporated under a statute listed under subsection (b) shall be considered to include a railroad corporation to which this article applies.

IC 23-1-17-4Application; foreign corporations

Sec. 4. After July 31, 1987, this article applies to all foreign corporations that want to transact business in Indiana. A foreign corporation authorized to transact business in Indiana on July 31, 1987, is subject to this article but is not required to obtain a new certificate of authority to transact business under this article.

IC 23-1-17-5Official comments

Sec. 5. Official comments may be published by the general corporation law study commission (P.L.237-1986) and the business law survey commission (IC 23-1-54-3). After their publication, the comments may be consulted by the courts to determine the underlying reasons, purposes, and policies of this article and may be used as a guide in its construction and application.

As added by P.L.149-1986, SEC.1. Amended by P.L.34-1987, SEC.277; P.L.226-1989, SEC.1; P.L.130-2006, SEC.1.

IC 23-1-17-6Application

Sec. 6. Unless limited or prohibited by the articles of incorporation or bylaws, IC 26-2-8 applies to this article.

23-1-17.3-3Effect of reduction by P.L.149-1986 of penalty or punishment

23-1-17.3-4Status of resident agent and resident agent address under P.L.149-1986

23-1-17.3-5Status of rights and preferences of shares under P.L.149-1986

IC 23-1-17.3-1"Repealed statute"

Sec. 1. As used in this chapter, "repealed statute" refers to any of the following repealed by P.L.149-1986:

IC 23-1-17.3-2Effect of repeal of repealed statute

Sec. 2. Except as provided in section 3 of this chapter, the repeal of a repealed statute does not affect any of the following:

(1) The operation of the repealed statute or any action taken under it before its repeal, including (without limitation) the continuing validity of a corporation's articles of incorporation and bylaws, indemnification provisions for directors, officers, employees, and agents, resolutions of the board of directors and shareholders, and corporate name, all as adopted by any domestic corporation before August 1, 1987, or the date specified in a resolution of the board of directors adopted under IC 23-1-17-3(b), as added by P.L.149-1986, to the same extent that any of these would have been valid had the repealed statute not been repealed.

(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the repealed statute before its repeal.

(3) Any violation of the repealed statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal.

(4) Any proceeding, reorganization, or dissolution commenced under the repealed statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the repealed statute as if it had not been repealed.

IC 23-1-17.3-3Effect of reduction by P.L.149-1986 of penalty or punishment

Sec. 3. If a penalty or punishment imposed for violation of a repealed statute is reduced by P.L.149-1986, the penalty or punishment if not already imposed shall be imposed in accordance with P.L.149-1986.

IC 23-1-17.3-4Status of resident agent and resident agent address under P.L.149-1986

Sec. 4. Effective August 1, 1987, each resident agent and resident agent's address existing on that date shall be considered the registered agent and registered office, respectively, required by P.L.149-1986.

IC 23-1-17.3-5Status of rights and preferences of shares under P.L.149-1986

Sec. 5. Effective August 1, 1987, or the date specified in a resolution of the board of directors adopted under IC 23-1-17-3(b), as added by P.L.149-1986, any existing certificate of resolution of a board of directors designating and stating rights and preferences of shares shall be considered a part of the corporation's articles of incorporation for purposes of P.L.149-1986.

Sec. 1. The secretary of state has the power reasonably necessary to perform the duties required by this article.

23-1-20-8.5"Electronic transmission" or "electronically transmitted"

IC 23-1-20-1Application

IC 23-1-20-2"Articles of incorporation"

Sec. 2. "Articles of incorporation" means the original articles of incorporation and all amendments and restatements of the articles of incorporation. If an amendment of the articles of incorporation or any other document filed under this article restates the articles of incorporation in their entirety, the articles of incorporation may not include any prior documents.

IC 23-1-20-3"Authorized shares"

Sec. 3. "Authorized shares" means the shares of all classes that a domestic or foreign corporation is authorized to issue.

IC 23-1-20-3.5"Beneficial owner"

(1) individually or with or through any of its affiliates or associates beneficially owns the shares, directly or indirectly;

(A) the right to acquire the shares at any time, under any agreement, arrangement, or understanding, or upon the exercise of conversion rights, exchange rights, warrants, options, or otherwise; or

(B) the right to vote the shares under any agreement, arrangement, or understanding.

However, a person is not a beneficial owner of shares tendered under a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange, and a person is not a beneficial owner of shares under clause (B) if the agreement, arrangement, or understanding to vote the shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable regulations under the Securities Exchange Act of 1934 and is not then reportable on a Schedule 13D under the Securities Exchange Act of 1934 or any comparable or successor report;

(3) has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting (except as provided in subdivision (2)), or disposing of the shares with any other person that beneficially owns or whose affiliates or associates beneficially own the shares, directly or indirectly; or

(4) has any derivative instrument that includes the opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the subject shares.

IC 23-1-20-4"Conspicuous"

Sec. 4. "Conspicuous" means written so that a reasonable person against whom the writing is to operate should have noticed it. "Conspicuous" includes the following:

IC 23-1-20-5"Corporation; domestic corporation"

Sec. 5. "Corporation" or "domestic corporation" means a corporation for profit that is not a foreign corporation, incorporated under or subject to the provisions of this article.

IC 23-1-20-6"Deliver" or "delivery"

Sec. 6. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission.

IC 23-1-20-6.5"Derivative instrument"

Sec. 6.5. "Derivative instrument" means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to an equity security or similar instrument with a value derived in whole or in part from the value of an equity security, whether or not the instrument or right is subject to settlement in the underlying security or otherwise.

IC 23-1-20-7"Distribution"

Sec. 7. (a) "Distribution" means a direct or indirect transfer of money or other property (except a corporation's own shares) or incurrence or transfer of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares under IC 23-1-28. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.

(1) amounts constituting reasonable compensation for past or present services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefit program; or

(2) the making of or payment or performance upon a bona fide guaranty or similar arrangement by a corporation to or for the benefit of its shareholders.

However, the failure of an amount to satisfy subdivision (1), or of a payment or performance to satisfy subdivision (2), is not determinative of whether the amount, payment, or performance is a distribution.

IC 23-1-20-8"Effective date of notice"

Sec. 8. "Effective date of notice" has the meaning set forth in section 29 of this chapter.

IC 23-1-20-8.5"Electronic transmission" or "electronically transmitted"

Sec. 8.5. "Electronic transmission" or "electronically transmitted" means the transmission of an electronic record (as defined in IC 26-2-8-102(9)). The time and place of sending and of delivery by electronic means is governed by IC 26-2-8-114.

IC 23-1-20-9"Employee"

Sec. 9. "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.

IC 23-1-20-10"Entity"

(5) Business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest.

IC 23-1-20-11"Foreign corporation"

Sec. 11. "Foreign corporation" means a corporation for profit incorporated under a law other than the law of Indiana.

IC 23-1-20-12"Governmental subdivision"

Sec. 12. "Governmental subdivision" includes authority, county, district, and municipality.

IC 23-1-20-13"Includes"

IC 23-1-20-14"Individual"

Sec. 14. "Individual" includes the guardianship estate of an incapacitated person (as defined in IC 29-3-1-7.5), or the estate of a decedent.

(1) first class, certified, or registered United States mail, postage prepaid; or

IC 23-1-20-16"Means"

IC 23-1-20-17"Notice"

IC 23-1-20-17.5"Other entity"

IC 23-1-20-18"Person"

IC 23-1-20-19"Principal office"

Note: This version of section effective until 1-1-2026. See also following version of this section, effective 1-1-2026.

Sec. 19. "Principal office" means the office (in or out of Indiana) so designated in the annual or biennial report where the principal executive offices of a domestic or foreign corporation are located.

IC 23-1-20-19"Principal office"

Note: This version of section effective 1-1-2026. See also preceding version of this section, effective until 1-1-2026.

As added by P.L.149-1986, SEC.4. Amended by P.L.228-1995, SEC.6; P.L.96-2025, SEC.8.

IC 23-1-20-20"Proceeding"

Sec. 20. "Proceeding" includes civil suit and criminal, administrative, and investigatory action.

IC 23-1-20-21"Record date"

Sec. 21. "Record date" means the date established under IC 23-1-25 through IC 23-1-28 or IC 23-1-29 through IC 23-1-32 by the corporation for determining the identity of its shareholders for purposes of this article.

IC 23-1-20-22"Secretary"

Sec. 22. "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under IC 23-1-36-1 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

IC 23-1-20-23"Share"

Sec. 23. "Share" means the unit into which the proprietary interests in a corporation are divided.

IC 23-1-20-24"Shareholder"

Sec. 24. "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted pursuant to a recognition procedure or a disclosure procedure established under IC 23-1-30-4.

IC 23-1-20-24.5"Sign" or "signature"

Sec. 24.5. "Sign" or "signature" includes any manual, facsimile, or conformed signature, or an electronic signature (as defined in IC 26-2-8-102(10)).

IC 23-1-20-25"State"

Sec. 25. "State", when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States.

IC 23-1-20-26"Subscriber"

Sec. 26. "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

IC 23-1-20-27"United States"

Sec. 27. "United States" includes district, authority, bureau, commission, department, and any other agency of the United States.

IC 23-1-20-28"Voting group"

Sec. 28. "Voting group" means all shares of one (1) or more classes or series that under the articles of incorporation or this article are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this article to vote generally on the matter are for that purpose a single voting group.

IC 23-1-20-29Method of giving notice; effectiveness

Sec. 29. (a) Notice under this article shall be in writing (including electronic transmission) unless oral notice is authorized by a corporation's articles of incorporation or bylaws.

(b) Notice, if otherwise in proper form under this article, may be communicated:

(2) by telephone, telegraph, teletype, or other form of wire or wireless communication;

If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast or electronic communication.

(c) Written notice by a domestic or foreign corporation to a shareholder is effective when mailed, if correctly addressed to the shareholder's address shown in the corporation's current record of shareholders.

(d) Written notice to a domestic or foreign corporation (authorized to transact business in Indiana) may be addressed to its registered agent at its registered office or to the secretary of the corporation at its principal office shown in the most recent filing of the corporation under this article.

(e) Except as provided in subsection (c), written notice is effective at the earliest of the following:

(2) Five (5) days after its mailing, as evidenced by the postmark or private carrier receipt, if correctly addressed to the address listed in the most current records of the corporation.

(3) On the date shown on the return receipt, if sent by registered or certified United States mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(g) If this article prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of this article, those requirements govern.

(h) Written notice, including reports or statements from the corporation, to shareholders who share a common address is effective if:

(1) the corporation delivers one (1) copy of a notice, report, or statement to the common address;

(A) shareholders either as a group or to each of the shareholders individually; or

(3) each of the shareholders consents to delivery of a single copy of the notice, report, or statement to the common address of the shareholders.

Consent given under subdivision (3) is revocable by a shareholder who delivers written notice of revocation to the corporation. If a shareholder delivers written notice of revocation to a corporation, the corporation shall begin providing individual notices, reports, or other statements to the shareholder not later than thirty (30) days after delivery of the written notice of revocation.

(i) A shareholder who fails to object to the receipt of the notice, report, or statement at a common address by written notice to the corporation within sixty (60) days after written notice by the corporation of the corporation's intention to send single copies of notices to shareholders who share a common address as permitted by subsection (h) is considered to have consented to receiving a single copy at the common address.

As added by P.L.149-1986, SEC.4. Amended by P.L.228-1995, SEC.7; P.L.133-2009, SEC.14.

IC 23-1-20-30Persons or entities constituting one shareholder

Sec. 30. (a) For purposes of this article, each of the following, identified as a shareholder in a corporation's current record of shareholders, constitutes one (1) shareholder:

(1) Three (3) or fewer coowners. However, if there are four (4) or more coowners, each coowner shall be counted as a shareholder.

(2) A corporation, limited liability company, partnership, trust, estate, or other entity.

(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

(b) For purposes of this article, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.

23-1-21-3Date of corporate existence; filing of articles as evidence of valid existence

23-1-21-4Persons acting on behalf of nonexistent corporation; liability

23-1-21-7Emergency bylaws; events constituting emergency; authorized actions

IC 23-1-21-1Incorporators; filing articles of incorporation

Sec. 1. One (1) or more persons may act as the incorporator or incorporators of a corporation by causing the person's name to be listed on the articles of incorporation and having the articles of incorporation provided to the secretary of state for filing.

IC 23-1-21-2Articles of incorporation; contents

(1) a corporate name for the corporation that satisfies the requirements of IC 23-1-23-1 (before its repeal) or IC 23-0.5-3;

(3) the street address of the corporation's initial registered office in Indiana and the name of its initial registered agent at that office; and

(1) the names and addresses of the individuals who are to serve as the initial directors;

(E) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; and

(3) any provision that under this article is required or permitted to be set forth in the bylaws.

IC 23-1-21-3Date of corporate existence; filing of articles as evidence of valid existence

Sec. 3. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

IC 23-1-21-4Persons acting on behalf of nonexistent corporation; liability

Sec. 4. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this article, are jointly and severally liable for all liabilities created while so acting.

IC 23-1-21-5Organizational meeting

(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by electing or appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(2) if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect a board of directors who shall complete the organization of the corporation; and

(3) if a corporation, under IC 23-1-33-1(c), will not have a board of directors, the subscribers shall hold an organizational meeting to complete the organization of the corporation.

(b) An action required or permitted by this article to be taken by incorporators or subscribers at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents that describe the action taken and that are signed by each incorporator or subscriber.

Sec. 6. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

IC 23-1-21-7Emergency bylaws; events constituting emergency; authorized actions

Sec. 7. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including:

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if any of the following occur:

(1) An extraordinary event that prevents a quorum of the corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.

(2) An attack on the United States or a location where a corporation conducts its business or customarily holds meetings of its board of directors or shareholders.

(e) During an emergency described in subsection (d), the board of directors, or a majority of the directors present if a quorum cannot be readily convened for a meeting, may take the following actions:

(1) With respect to a meeting of shareholders of the corporation, any action that the board of directors, or a majority of the directors present if a quorum cannot be readily convened for a meeting, considers necessary to address the emergency, notwithstanding anything contrary to this article, the corporation's articles of incorporation, or bylaws, including the following:

(A) Postpone the meeting to a later time or date (with the record date for determining the shareholders entitled to notice of and to vote at the meeting that the directors postponed irrespective of the requirements set forth in IC 23-1-29-7).

(C) With respect to a corporation subject to the reporting requirements of Subsection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 15 U.S.C. 78o(d)), as amended, and any rules and regulations promulgated thereunder, notify stockholders of any postponement decision, including a determination to conduct a meeting by means of remote communication solely by publicly filing a document with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78n, or 78o(d)), as applicable, and any rules and regulations promulgated thereunder.

(2) With respect to any dividend that has been declared to which a record date has not occurred, change each record date and payment date to a later date, but not later than sixty (60) days after the initial record date. However, if the record date or payment date is changed, then the corporation shall issue notice to the shareholders as promptly as practicable, and in any event before the initial record date, which notice, in the case of a corporation subject to the reporting requirements of Subsection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 15 U.S.C. 78o(d)), as amended, and any rules and regulations promulgated thereunder, may be issued solely by publicly filing a document with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78n, or 78o(d)), as applicable, and any rules and regulations promulgated thereunder.

(f) During an emergency described in subsection (d), no person shall be liable for failure to make a shareholders' list available for inspections as required by IC 23-1-30-1, if it was not practicable to allow inspection during the emergency. However, a meeting of shareholders shall not be postponed or voided solely based upon the failure to make a shareholders' list available for inspection under IC 23-1-30-1.

23-1-22-4Procedures regulating transactions resulting in change of control

23-1-22-5Challenging corporation's power to act; ultra vires acts

IC 23-1-22-1Purpose of corporation; law governing

Sec. 1. (a) Every corporation incorporated under this article has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.

(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this article unless provisions for incorporation of corporations engaging in that business exist under that statute.

IC 23-1-22-2Perpetual duration; powers

Sec. 2. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power to:

(2) have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it (however, the use of a corporate seal or an impression thereof is not required and does not affect the validity of any instrument whatsoever, notwithstanding any other statutes);

(3) make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

(4) purchase, receive, lease, or otherwise acquire and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located;

(5) sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(6) purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any entity, including itself, except as otherwise prohibited by this article;

(7) make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(8) lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(9) be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(10) conduct its business, locate offices, and exercise the powers granted by this article within or without Indiana;

(11) elect directors, elect and appoint officers, and appoint employees and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(12) pay pensions and establish and administer pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, welfare plans, qualified and nonqualified retirement plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;

(13) make donations for the public welfare or for charitable, scientific, or educational purposes;

(15) make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation; and

(16) adopt, either in the corporation's articles of incorporation or bylaws, a provision establishing exclusive jurisdiction in the circuit or superior courts of any county in Indiana or in the United States district courts of Indiana, for:

(A) any derivative action brought on behalf of, or in the name of the corporation;

(B) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the corporation to:

IC 23-1-22-3Emergencies; powers; meetings

Sec. 3. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:

(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:

(1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if an extraordinary event prevents a quorum of the corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.

IC 23-1-22-4Procedures regulating transactions resulting in change of control

Sec. 4. (a) In addition to any other provision contained in its articles of incorporation or bylaws or authorized by any other provision of this article, a corporation may establish one (1) or more procedures by which it regulates transactions that would, when consummated, result in a change of control of such corporation.

(b) For purposes of this section and any procedure established under this section, "control" means:

(1) for any corporation having one hundred (100) or more shareholders, the beneficial ownership, or the direct or indirect power to direct the voting, of no less than ten percent (10%) of the voting shares of a corporation's outstanding voting shares; and

(2) for any corporation having fewer than one hundred (100) shareholders, the beneficial ownership, or the direct or indirect power to direct the voting, of no less than fifty percent (50%) of the voting shares of the corporation's outstanding voting shares.

(3) notwithstanding that a vote of the shareholders would otherwise be required by any other provision of this article or the articles of incorporation for the adoption or implementation of all or any portion of the procedure, by amending the bylaws.

IC 23-1-22-5Challenging corporation's power to act; ultra vires acts

Sec. 5. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.

23-1-25-2Series of shares; filing articles with secretary of state

IC 23-1-25-1Authorization of shares in articles of incorporation

Sec. 1. (a) The articles of incorporation must prescribe the number of shares that the corporation is authorized to issue. If more than one (1) class of shares is authorized by the articles of incorporation, the articles of incorporation must prescribe the number of shares in each class and a distinguishing designation for each class. Before the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 2 of this chapter.

(1) one (1) or more classes of shares that together have unlimited voting rights; and

(2) one (1) or more classes of shares (that may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.

(c) The articles of incorporation may authorize one (1) or more classes of shares that have one (1) or more of the following characteristics:

(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this article.

(2) Are redeemable or convertible as specified in the articles of incorporation:

(A) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;

(C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.

(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.

(4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.

IC 23-1-25-2Series of shares; filing articles with secretary of state

Sec. 2. (a) If the articles of incorporation so provide, the board of directors may create one (1) or more series, and may determine, in whole or in part, the preferences, limitations, and relative voting and other rights (within the limits set forth in section 1 of this chapter) of:

(2) one (1) or more series within a class before the issuance of any shares of that series.

(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

(d) Before issuing any shares of a class or series the preferences, limitations, and relative voting and other rights of which are determined under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder action, that set forth:

(2) the text of the amendment determining the terms of the class or series of shares;

IC 23-1-25-3Issuance of shares; number; outstanding shares

Sec. 3. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.

(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) and to IC 23-1-28.

(c) At all times that shares of the corporation are outstanding, one (1) or more shares that together have unlimited voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.

IC 23-1-25-4Fractional shares; scrip

(1) Issue fractions of a share or pay in money the value of fractions of a share.

(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by IC 23-1-26-6(b).

(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:

(1) that the scrip will become void if not exchanged for full shares before a specified date; and

(2) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

23-1-26-8Restrictions on transfer or registration of transfer of shares

23-1-26-9Expenses payable from consideration received for shares

IC 23-1-26-1Subscription agreements

Sec. 1. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.

(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 2 of this chapter.

IC 23-1-26-2Consideration

Sec. 2. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.

(c) The corporation may issue shares for such consideration received or to be received as the board of directors determines to be adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.

(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

(e) The corporation may (but is not required to) place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may (but is not required to) credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.

IC 23-1-26-3Shareholder liability

Sec. 3. (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 2 of this chapter) or specified in the subscription agreement (section 1 of this chapter).

(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct.

IC 23-1-26-4Share dividends and share splits

Sec. 4. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection may be in the form of a share dividend or a share split, but shall be considered a share dividend for purposes of this article.

(b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

IC 23-1-26-5Rights, options, or warrants

Sec. 5. (a) A corporation, acting through its board of directors, may create or issue rights, options, or warrants for the purchase of shares or other securities of the corporation or any successor in interest of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares or other securities are to be issued. The rights, options, or warrants may be issued with or without consideration, and may (but need not) be issued pro rata.

(b) The terms and conditions of the rights, options, or warrants, including the rights, options, or warrants outstanding on July 1, 2009, may include, without limitation, restrictions or conditions that:

(1) preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by:

(A) a person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation; or

(2) invalidate or void the rights, options, or warrants held by the person described in subdivision (1)(A) or a transferee described in subdivision (1)(B).

IC 23-1-26-6Certificates; contents; signatures

Sec. 6. (a) Shares may but need not be represented by certificates. Unless this article or another statute expressly provides otherwise, the rights and obligations of shareholders of the same class or series of shares are identical whether or not their shares are represented by certificates.

(1) the name of the issuing corporation and that it is organized under the law of this state;

(3) the number and class of shares and the designation of the series, if any, the certificate represents.

(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

(1) must be signed (either manually or in facsimile) by at least two (2) officers (or the sole officer, if the corporation has only one (1) officer) designated in the bylaws or by the board of directors; and

(e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

IC 23-1-26-7Issuance of shares without certificates

Sec. 7. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by sections 6(b) and 6(c) of this chapter, and, if applicable, section 8 of this chapter.

IC 23-1-26-8Restrictions on transfer or registration of transfer of shares

Sec. 8. (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of any class or series of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 7(b) of this chapter. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.

(1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(d) A restriction on the transfer or registration of transfer of shares may, among other things:

(1) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;

(2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;

(3) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or

(4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

IC 23-1-26-9Expenses payable from consideration received for shares

Sec. 9. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.

IC 23-1-27Chapter 27. Subsequent Acquisition of Shares by Shareholders and Corporation

IC 23-1-27-1Preemptive rights

Sec. 1. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.

(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:

(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.

(2) A shareholder may waive the preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(A) shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or its affiliates;

(B) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or its affiliates;

(C) shares authorized in articles of incorporation that are issued within six (6) months from the effective date of incorporation; or

(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.

(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.

(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.

(c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

IC 23-1-27-2Corporation acquiring its own shares

Sec. 2. (a) A corporation may acquire its own shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.

(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.

(c) Articles of amendment for purposes of subsection (b) may be adopted by the board of directors without shareholder action, shall be delivered to the secretary of state for filing, and shall set forth:

(2) the reduction in the number of authorized shares, itemized by class and series; and

(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

(d) A corporation has authority to use, hold, acquire, cancel, and dispose of treasury shares (as defined in prior law).

(e) Unless the board of directors adopts an amendment to the corporation's articles of incorporation to reduce the number of authorized shares, treasury shares of the corporation that are cancelled shall be treated as authorized but unissued shares.

23-1-28-4Basis for determination that distribution not prohibited

IC 23-1-28-1Distributions

Sec. 1. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in section 3 of this chapter.

IC 23-1-28-2Record date, declaration date, and payment date

Sec. 2. The board of directors may fix a record date, declaration date, and payment date with respect to any share dividend or distribution to a corporation's shareholders. If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a repurchase or reacquisition of shares), it is the date the board of directors authorizes the distribution.

IC 23-1-28-3Prohibited distributions

(1) the corporation would not be able to pay its debts as they become due in the usual course of business; or

(2) the corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

IC 23-1-28-4Basis for determination that distribution not prohibited

Sec. 4. The board of directors may base a determination that a distribution is not prohibited under section 3 of this chapter either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

IC 23-1-28-5Measuring effect of distribution; date

Sec. 5. The effect of a distribution under section 3 of this chapter is measured:

(1) in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:

(A) the date money or other property is transferred or debt incurred by the corporation; or

(B) the date the shareholder ceases to be a shareholder with respect to the acquired shares;

(2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(A) the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization; or

(B) the date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.

IC 23-1-28-6Indebtedness to shareholder; priority

Sec. 6. A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this chapter is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

23-1-29-4Action taken without a meeting; consent of shareholders; notice to nonvoting shareholders

IC 23-1-29-1Annual meetings; remote communication

Sec. 1. (a) Unless directors are elected by written consent instead of at an annual meeting as permitted by section 4 of this chapter, a corporation shall hold a meeting of the shareholders annually at a time stated in or fixed in accordance with the bylaws. However, if a corporation's articles of incorporation authorize shareholders to cumulate the shareholder's votes when electing directors as provided under IC 23-1-30-9, directors may not be elected by less than unanimous consent.

(b) Annual shareholders' meetings may be held in or out of Indiana at the place stated in or fixed in accordance with the bylaws. The bylaws may provide that the meeting will not be held in any place but may, instead, be held solely by means of remote communication. If no place is stated in or fixed in accordance with the bylaws, the board of directors:

(1) except as provided in subdivision (2), shall determine in the board's sole discretion the location of the annual meeting; or

(2) may determine that the meeting will not be held at any place, but may instead be held solely by means of remote communication.

(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

(d) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, shareholders not physically present at an annual meeting of shareholders may:

(1) participate in the annual meeting of shareholders by means of remote communication; and

(2) if the conditions under subsection (e) are met, be considered present in person and vote at the annual meeting of shareholders, whether the meeting is held at a designated place or solely by means of remote communication.

(e) With respect to an annual meeting at which a shareholder may participate by remote communication, the corporation shall:

(1) implement reasonable measures to verify that each shareholder considered present and permitted to vote at the annual meeting by means of remote communication is that shareholder or the shareholder's proxy;

(2) implement reasonable measures to provide a shareholder described in subdivision (1) with a reasonable opportunity to participate in the annual meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and communicate with the other persons present at the meeting substantially concurrently with the proceedings; and

(3) maintain a record of any votes cast or actions taken by a shareholder who participated in an annual meeting by remote communication.

As added by P.L.149-1986, SEC.13. Amended by P.L.133-2009, SEC.19; P.L.119-2015, SEC.10.

IC 23-1-29-2Special meetings, remote communication

Sec. 2. (a) A corporation with more than fifty (50) shareholders must hold a special meeting of shareholders on call of its board of directors or the person or persons (including, but not limited to, shareholders or officers) specifically authorized to do so by the articles of incorporation or bylaws. If such corporation's articles of incorporation require the holding of a special meeting on the demand of its shareholders, but do not specify the percentage of votes entitled to be cast on an issue necessary to demand such special meeting, the board of directors may establish such percentage in the corporation's bylaws. Absent adoption of such a bylaw provision, the demand for a special meeting must be made by the holders of all of the votes entitled to be cast on an issue.

(b) A corporation with fifty (50) or fewer shareholders must hold a special meeting of shareholders:

(1) on call of its board of directors or the person or persons (including, but not limited to, shareholders or officers) specifically authorized to do so by the articles of incorporation or bylaws; or

(2) if the holders of at least twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to such corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(c) Special shareholders' meetings may be held in or out of Indiana at the place stated in or fixed in accordance with the bylaws or solely by remote communication if the bylaws so specify. If the bylaws do not state or fix the location of special meetings, a special meeting must be held at a location determined by the board of directors or the board of directors may, in its sole discretion, determine that the meeting will not be held at any place, but may instead be held solely by means of remote communication as provided in subsection (f).

(d) If not otherwise fixed under section 3 or 7 of this chapter, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(e) Only business within the purpose or purposes described in the meeting notice required by section 5(c) of this chapter may be conducted at a special shareholders' meeting.

(f) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, shareholders not physically present at a special meeting of shareholders may:

(1) participate in a special meeting of shareholders by means of remote communication; and

(2) if the conditions under subsection (g) are met, be considered present in person and vote at the special meeting of shareholders, whether the meeting is held at a designated place or solely by means of remote communication.

(g) With respect to a special meeting at which a shareholder may participate by remote communication, the corporation shall:

(1) implement reasonable measures to verify that each shareholder considered present and permitted to vote at the special meeting by means of remote communication is that shareholder or the shareholder's proxy;

(2) implement reasonable measures to provide a shareholder described in subdivision (1) with a reasonable opportunity to participate in the special meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and communicate with the other persons present at the meeting substantially concurrently with the proceedings; and

(3) maintain a record of any votes cast or actions taken by a shareholder who participated in a special meeting by remote communication.

As added by P.L.149-1986, SEC.13. Amended by P.L.227-1989, SEC.1; P.L.133-2009, SEC.20; P.L.119-2015, SEC.11.

IC 23-1-29-3Court-ordered meetings

Sec. 3. The circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered office) is located may order a meeting to be held and may fix the time and place of the meeting, which shall be conducted in accordance with the corporation's articles of incorporation and bylaws:

(1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or

(2) on application of a shareholder who signed a demand for a special meeting valid under section 2 of this chapter if:

(A) notice of the special meeting was not given within sixty (60) days after the date the demand was delivered to the corporation's secretary; or

IC 23-1-29-4Action taken without a meeting; consent of shareholders; notice to nonvoting shareholders

Sec. 4. (a) Action required or permitted by this article to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one (1) or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, bearing the date of signature, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) This subsection does not apply to a corporation that has a class of voting shares registered with the United States Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934. Unless otherwise provided in the articles of incorporation, any action required or permitted by this article to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action taken are signed by the holders of outstanding shares having at least the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent must bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(c) If not otherwise fixed under section 7 of this chapter, and if prior board action is not required with respect to the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting is the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under section 7 of this chapter, and if prior board action is required with respect to the action to be taken without a meeting, the record date is the close of business on the day the resolution of the board taking the prior action is adopted. A written consent to take a corporate action is not valid unless, not later than sixty (60) days after the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take the corporate action are delivered to the corporation.

(d) A consent signed in accordance with this section has the effect of a vote taken at a meeting and may be described as a vote in any document. Unless the:

(2) articles of incorporation, bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents;

the action taken by written consent is effective when written consents signed by sufficient shareholders to take the action are delivered to the corporation.

(e) If this article requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the action not more than ten (10) days after:

(1) written consents sufficient to take the action have been delivered to the corporation; or

(2) the date that tabulation of the written consents has been completed under an authorization as described in subsection (d).

The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this article, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

(f) If action is taken by less than unanimous written consent of the voting shareholders, the corporation must give its nonconsenting voting shareholders written notice of the action not more than ten (10) days after:

(1) written consents sufficient to take the action have been delivered to the corporation; or

(2) the date that tabulation of the written consents has been completed under an authorization as described in subsection (d).

The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this article, would have been required to be sent to voting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

(g) The notice requirements of subsections (e) and (f) do not delay the effectiveness of actions taken by written consent, and a failure to comply with the notice requirements does not invalidate actions taken by written consent. However, this subsection does not limit the power of a court to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give timely notice.

(h) An electronic transmission may be used to consent to an action if the electronic transmission contains or is accompanied by information from which the corporation can determine the date on which the electronic transmission was signed and that the electronic transmission was authorized by the shareholder, the shareholder's agent, or the shareholder's attorney in fact.

(i) Unless otherwise determined by a resolution of the board, delivery of a written consent to the corporation under this section is delivery to the corporation's registered agent at its registered office or to the secretary of the corporation at its principal office.

As added by P.L.149-1986, SEC.13. Amended by P.L.107-1987, SEC.7; P.L.133-2009, SEC.21.

IC 23-1-29-4.5Repealed

IC 23-1-29-5Notice of meetings

Sec. 5. (a) A corporation shall, not less than ten (10) days and not more than sixty (60) days before the date of each annual or special shareholders' meeting, notify shareholders of all the following:

(1) The date, time, and place, if the meeting will be located at a place, of the annual or special shareholders' meeting.

(2) The means of remote communication, if any, by which shareholders may be considered present in person and vote at the meeting.

Unless this article or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

(b) Unless this article or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under section 7 of this chapter, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders.

(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if any, if the:

(2) means of remote communication, if any, by which shareholders may be considered to be present in person and vote at the adjourned meeting;

are announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7 of this chapter, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.

(f) A corporation may give notice of a shareholders' meeting under this section by mailing the notice, postage prepaid, through the United States Postal Service, using any class or form of mail, if:

(1) the shares to which the notice relates are of a class of securities that is registered under the Exchange Act (as defined in IC 23-1-43-9); and

(2) the notice and the related proxy or information statement required under the Exchange Act (as defined in IC 23-1-43-9) are available to the public, without cost or password, through the corporation's Internet web site not fewer than thirty (30) days before the shareholders' meeting.

As added by P.L.149-1986, SEC.13. Amended by P.L.178-2005, SEC.2; P.L.119-2015, SEC.12.

IC 23-1-29-6Waiver of notice

Sec. 6. (a) A shareholder may waive any notice required by this article, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be:

(3) delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A shareholder's attendance at a meeting or participation by remote communication in a meeting in accordance with this chapter:

(1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

As added by P.L.149-1986, SEC.13. Amended by P.L.133-2009, SEC.22; P.L.119-2015, SEC.13.

IC 23-1-29-7Fixing of record date

Sec. 7. (a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

(b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

(d) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.

23-1-30-4Beneficial owners of shares; recognition procedure; disclosure procedure

23-1-30-8Special voting requirements in articles of incorporation

IC 23-1-30-1Shareholders' list

Sec. 1. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. This section may not be construed to require a corporation to include electronic mail addresses or other electronic contact information on the list.

(b) The shareholders' list must be available for inspection by any shareholder entitled to vote at the meeting, beginning five (5) business days before the date of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. Subject to IC 23-1-52-2(c), a shareholder, or the shareholder's agent or attorney authorized in writing, is entitled on written demand to inspect and to copy the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection.

(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, or the shareholder's agent or attorney authorized in writing, is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is held solely by means of remote communication, the list must be open to examination by any shareholder at any time during the meeting on a reasonably accessible electronic network. Information required to access the list shall be provided with the notice of the meeting.

(d) If the corporation refuses to allow a shareholder, or the shareholder's agent or attorney authorized in writing, to inspect the shareholders' list during the period specified in subsection (b) (or copy the list as permitted by subsection (b)), the circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered office) is located, on application of the shareholder, may order the inspection or copying.

(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.

(f) The use and distribution of any information acquired from inspection or copying the shareholders' list under the rights granted by this section are subject to IC 23-1-52-5.

IC 23-1-30-2Shares entitled to vote

Sec. 2. (a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.

(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in or for an employee benefit plan or in any other fiduciary capacity.

(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

IC 23-1-30-3Voting of shares; appointment of proxy

Sec. 3. (a) A shareholder may vote the shareholder's shares in person or by proxy.

(b) A shareholder may authorize a person or persons to act for the shareholder as proxy by any of the following:

(1) A shareholder or the shareholder's designated officer, director, employee, or agent may execute a writing by:

(B) causing the shareholder's signature or the signature of the designated officer, director, employee, or agent of the shareholder to be affixed to the writing by any reasonable means, including by facsimile signature.

(2) A shareholder may transmit or authorize the transmission of an electronic submission. The electronic submission:

(A) may be transmitted by any electronic means, including data and voice telephonic communications and computer network;

(iii) a proxy support service organization or similar agency authorized by the person who will be the holder of the proxy to receive the electronic submission; and

(C) must either contain or be accompanied by information from which it can be determined that the electronic submission was transmitted by or authorized by the shareholder.

(c) A copy, facsimile telecommunication, or other reliable reproduction of the writing or electronic submission created under subsection (b)(1) or (b)(2) may be used instead of the original writing or electronic submission for all purposes for which the original writing or electronic submission may be used if the copy, facsimile telecommunication, or other reproduction is a complete copy of the entire original writing or electronic submission.

(d) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a shorter or longer period is expressly provided in the appointment.

(e) An appointment of a proxy is revocable by the shareholder unless the appointment conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(3) a creditor of the corporation who extended it credit under terms requiring the appointment;

(4) an employee of the corporation whose employment contract requires the appointment; or

(f) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.

(g) An appointment made irrevocable under subsection (e) is revoked when the interest with which it is coupled is extinguished.

(h) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(i) Subject to section 5 of this chapter and to any express limitation on the proxy's authority contained in the writing or electronic submission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

As added by P.L.149-1986, SEC.14. Amended by P.L.107-1987, SEC.8; P.L.9-1998, SEC.1.

IC 23-1-30-4Beneficial owners of shares; recognition procedure; disclosure procedure

Sec. 4. (a) A corporation may establish a recognition procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the recognition procedure.

(b) A corporation may establish a disclosure procedure by which the names of beneficial owners of its shares shall, to the extent not prohibited by law, be disclosed to the corporation. A corporation may not establish a procedure requiring disclosure of the names of the beneficial owners of a private trust created in good faith and not for the purpose of circumventing a disclosure procedure adopted pursuant to this section. The corporation may adopt reasonable sanctions to ensure compliance with its disclosure procedure, including without limitation:

shares as to which the beneficial owner's name is not disclosed as required by the disclosure procedure.

IC 23-1-30-5Acceptance of signature

Sec. 5. (a) If the name signed on or submitted with a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.

(b) If the name signed on or submitted with a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:

(1) the shareholder is an entity and the name purports to be that of an officer or agent of the entity;

(2) the name purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3) the name purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(4) the name purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the person's authority to act for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(5) two (2) or more persons are the shareholder as cotenants or fiduciaries and the name purports to be the name of at least one (1) of the coowners and the person acting appears to be acting on behalf of all the coowners.

(c) The inspectors or the persons making a determination of the validity of proxies shall specify the information upon which they rely in determining the validity of a proxy. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about:

(1) the validity of the signature on a writing or about the signatory's authority to sign for the shareholder; or

(2) the validity of an electronic submission or the submitter's authority to make the electronic transmission.

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

IC 23-1-30-6Voting group; quorum

Sec. 6. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this article provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this article require a greater number of affirmative votes.

IC 23-1-30-7Voting groups; method of taking action

Sec. 7. (a) If the articles of incorporation or this article provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 6 of this chapter.

(b) If the articles of incorporation or this article provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 6 of this chapter. A matter may be voted on by one (1) voting group even though no vote is taken by another voting group entitled to vote on the matter.

IC 23-1-30-8Special voting requirements in articles of incorporation

Sec. 8. The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by this article.

IC 23-1-30-9Election of directors; cumulative voting

Sec. 9. (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.

(c) A statement included in the articles of incorporation that "(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors" (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.

(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:

(1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or

(2) a shareholder who has the right to cumulate the shareholder's votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of the shareholder's intent to cumulate the shareholder's votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.

IC 23-1-31-1Voting trust

Sec. 1. (a) One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (that may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.

(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust may not be made irrevocable for a period of more than ten (10) years after its effective date unless the voting or consenting rights granted by the trust are coupled with an interest in the shares to which the rights relate. However, if the agreement so provides, the irrevocable rights may from time to time be extended for additional periods of not more than ten (10) years each as to shares deposited under the agreement whose beneficial owners assent in writing to the extension. The rights are considered to be coupled with an interest in the shares if reserved or given:

(1) in connection with an option, authority, or contract to buy or sell the shares or part of the shares;

(2) in connection with the pledge of the shares or part of the shares to secure the performance or nonperformance of any act;

(3) in connection with the performance or nonperformance of any act, or an agreement therefor, by the corporation issuing the shares; or

(4) in connection with any other act or thing constituting an interest sufficient in law to support a power coupled with it.

(c) If an irrevocable voting trust is extended in accordance with subsection (b), the voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.

IC 23-1-31-2Voting agreement

Sec. 2. (a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 1 of this chapter.

IC 23-1-32-1Right to commence or maintain proceeding

Sec. 1. A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time. The derivative proceeding may not be maintained if it appears that the person commencing the proceeding does not fairly and adequately represent the interests of the shareholders in enforcing the right of the corporation.

IC 23-1-32-2Complaint; stay of proceeding

Sec. 2. A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why the shareholder did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint (including an investigation commenced under section 4 of this chapter), the court may stay any proceeding until the investigation is completed.

IC 23-1-32-3Discontinuance or settlement of proceeding

Sec. 3. (a) A proceeding commenced under this chapter may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.

(b) On termination of the proceeding the court may require the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.

IC 23-1-32-4Committee of disinterested directors or persons

Sec. 4. (a) Unless prohibited by the articles of incorporation, the board of directors may establish a committee consisting of three (3) or more disinterested directors or other disinterested persons to determine:

(2) whether it is in the best interests of the corporation to pursue that right or remedy, if any, or to dismiss a proceeding that seeks to assert that right or remedy on behalf of the corporation.

(b) In making a determination under subsection (a), the committee is not subject to the direction or control of or termination by the board. A vacancy on the committee may be filled by the majority of the remaining members by selection of another disinterested director or other disinterested person.

(c) If the committee determines that pursuit of a right or remedy through a derivative proceeding or otherwise is not in the best interests of the corporation, the merits of that determination shall be presumed to be conclusive against any shareholder making a demand or bringing a derivative proceeding with respect to such right or remedy, unless such shareholder can demonstrate that:

(1) the committee was not "disinterested" within the meaning of this section; or

(2) the committee's determination was not made after an investigation conducted in good faith.

(d) For purposes of this section, a director or other person is "disinterested" if the director or other person:

(1) has not been made a party to a derivative proceeding seeking to assert the right or remedy in question, or has been made a party but only on the basis of a frivolous or insubstantial claim or for the sole purpose of seeking to disqualify the director or other person from serving on the committee;

(2) is able under the circumstances to render a determination in the best interests of the corporation; and

(3) is not an officer, employee, or agent of the corporation or of a related corporation. However, an officer, employee, or agent of the corporation or a related corporation who meets the standards of subdivisions (1) and (2) shall be considered disinterested in any case in which the right or remedy under scrutiny is not assertable against a director or officer of the corporation or the related corporation.

IC 23-1-32-5"Shareholder" defined

Sec. 5. For purposes of this chapter, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the owner's behalf.

IC 23-1-33-1Necessity of board of directors; powers

Sec. 1. (a) Except as provided in subsection (c), each corporation must have a board of directors.

(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.

(c) A corporation having fifty (50) or fewer shareholders may dispense with the board of directors or limit the authority of the board by describing in its articles of incorporation who will perform some or all of the duties of the board of directors. If a corporation elects to dispense with or limit the authority of the board of directors, any reference to the board of directors by this article also includes those persons described in the articles of incorporation who will perform the duties of the board of directors.

IC 23-1-33-2Qualifications

Sec. 2. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

IC 23-1-33-3Number of directors; time for electing

Sec. 3. (a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the board of directors.

(c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 6 of this chapter.

IC 23-1-33-4Election of directors by classes of shares

Sec. 4. If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes of shares. Each class (or classes) of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.

IC 23-1-33-5Terms of office

Sec. 5. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

(2) if the director's terms are staggered in accordance with section 6 of this chapter, the applicable second or third;

(d) The term of a director elected to fill a vacancy expires at the end of the term for which the director's predecessor was elected.

(e) Despite the expiration of a director's term, the director continues to serve until a successor is elected and qualifies or until there is a decrease in the number of directors.

As added by P.L.149-1986, SEC.17. Amended by P.L.133-2009, SEC.23; P.L.118-2017, SEC.12.

IC 23-1-33-6Staggered terms

Sec. 6. (a) The articles of incorporation or the bylaws may provide for staggering their terms by dividing the total number of directors into either:

(1) two (2) groups, with each group containing one-half (1/2) of the total, as near as may be; or

(2) if there are more than two (2) directors, three (3) groups, with each group containing one-third (1/3) of the total, as near as may be.

(b) In the event that terms are staggered under subsection (a), the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.

(c) A corporation that has a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934 shall provide for staggering the terms of directors in accordance with this section unless, not later than thirty (30) days after the later of:

(2) the time when the corporation's voting shares are registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934;

the board of directors of the corporation adopts a bylaw expressly electing not to be governed by this subsection. A public corporation governed by this article on July 1, 2021, may elect not to be governed by this subsection if the board of directors of the public corporation adopts a bylaw expressly electing not to be governed by this subsection. An election not to be governed by this subsection may be rescinded by a subsequent action of the board of directors unless the original articles of incorporation contain a provision expressly electing not to be governed by this subsection.

(d) If the board fails to provide for the staggering of the terms of directors as required by subsection (c), the board must be staggered as follows:

(1) The first group comprises one-third (1/3) of the directors or one-third (1/3) of the directors rounded to the nearest higher whole number if the number of directors is not divisible by three (3) without any remaining.

(2) The second group comprises one-third (1/3) of the directors or one-third (1/3) of the directors rounded to the nearest higher whole number if the number of directors is not divisible by three (3) without two (2) remaining.

(3) The third group comprises one-third (1/3) of the directors or one-third (1/3) of the directors rounded to the nearest lower whole number if the number of directors is not divisible by three (3) without any remaining.

The directors shall be placed into the groups established by this subsection alphabetically by last name.

As added by P.L.149-1986, SEC.17. Amended by P.L.107-1987, SEC.9; P.L.277-2001, SEC.5; P.L.133-2009, SEC.24; P.L.206-2021, SEC.5; P.L.9-2022, SEC.42.

IC 23-1-33-7Resignation

(1) to the board of directors, its chairman, or the secretary of the corporation; or

(2) if the articles of incorporation or bylaws so provide, to another designated officer.

(b) A resignation is effective when the notice is delivered unless the notice specifies:

(c) A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that the resignation is irrevocable.

As added by P.L.149-1986, SEC.17. Amended by P.L.107-1987, SEC.10; P.L.133-2009, SEC.25.

Sec. 8. (a) Directors may be removed in any manner provided in the articles of incorporation. In addition, the shareholders or directors may remove one (1) or more directors with or without cause unless the articles of incorporation provide otherwise.

(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

(d) A director may be removed by the shareholders, if they are otherwise authorized to do so, only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.

IC 23-1-33-9Vacancies

Sec. 9. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(2) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 7(b) of this chapter or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

IC 23-1-33-10Compensation

Sec. 10. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

IC 23-1-34Chapter 34. Meetings and Action of Board of Directors

IC 23-1-34-1Meetings; method of conducting

Sec. 1. (a) The board of directors may hold regular or special meetings in or out of Indiana.

(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

IC 23-1-34-2Action taken without a meeting; consent

Sec. 2. (a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this article to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be:

(3) included in the minutes or filed with the corporate records reflecting the action taken; and

(b) Action taken under this section is effective when the last director signs the consent, unless:

(1) the consent specifies a different prior or subsequent effective date, in which case the consent is effective on that date; or

(2) no effective date contemplated by subdivision (1) is designated and the action taken under this section is taken electronically as contemplated by IC 26-2-8. If action is taken as contemplated by IC 26-2-8, the effective date is determined in accordance with IC 26-2-8.

A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before the delivery to the corporation of unrevoked written consents signed by all the directors.

(d) Action taken without a meeting is an organic action (as defined in IC 26-2-8-102(15)).

IC 23-1-34-3Notice of meetings

Sec. 3. (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

IC 23-1-34-4Waiver of notice

Sec. 4. (a) A director may waive any notice required by this article, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.

(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

IC 23-1-34-5Quorum; assent to action taken

Sec. 5. (a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:

(1) a majority of the fixed number of directors if the corporation has a fixed board size; or

(2) a majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a).

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws provide otherwise.

(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(1) the director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;

(2) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the secretary of the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

IC 23-1-34-6Committees

Sec. 6. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint members of the board of directors to serve on them. Each committee may have one (1) or more members, who serve at the pleasure of the board of directors.

(b) The creation of a committee and appointment of members to it must be approved by the greater of:

(2) the number of directors required by the articles of incorporation or bylaws to take action under section 5 of this chapter.

(c) Sections 1 through 5 of this chapter, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.

(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under IC 23-1-33-1.

(1) authorize distributions, except a committee (or an executive officer of the corporation designated by the board of directors) may authorize or approve a reacquisition of shares or other distribution if done according to a formula or method, or within a range, prescribed by the board of directors;

(2) approve or propose to shareholders action that this article requires to be approved by shareholders;

(4) except to the extent permitted by subdivision (7), amend articles of incorporation under IC 23-1-38-2;

(7) authorize or approve the issuance or sale or a contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except the board of directors may authorize a committee (or an executive officer of the corporation designated by the board of directors) to take the action described in this subdivision within limits prescribed by the board of directors.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in IC 23-1-35-1.

23-1-35-1Standards of conduct; liability; reaffirmation of corporate governance rules; presumption

23-1-35-5Directors and business opportunities; conflicts of interest

IC 23-1-35-1Standards of conduct; liability; reaffirmation of corporate governance rules; presumption

Sec. 1. (a) A director shall, based on facts then known to the director, discharge the duties as a director, including the director's duties as a member of a committee:

(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(3) in a manner the director reasonably believes to be in the best interests of the corporation.

(b) In discharging the director's duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) one (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or

(3) a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) A director may, in considering the best interests of a corporation, consider the effects of any action on shareholders, employees, suppliers, and customers of the corporation, and communities in which offices or other facilities of the corporation are located, and any other factors the director considers pertinent.

(e) A director is not liable for any action taken as a director, or any failure to take any action, regardless of the nature of the alleged breach of duty, including alleged breaches of the duty of care, the duty of loyalty, and the duty of good faith, unless:

(1) the director has breached or failed to perform the duties of the director's office in compliance with this section; and

(2) the breach or failure to perform constitutes willful misconduct or recklessness.

(f) In enacting this article, the general assembly established corporate governance rules for Indiana corporations, including in this chapter, the standards of conduct applicable to directors of Indiana corporations, and the corporate constituent groups and interests that a director may take into account in exercising the director's business judgment. The general assembly intends to reaffirm certain of these corporate governance rules to ensure that the directors of Indiana corporations, in exercising their business judgment, are not required to approve a proposed corporate action if the directors in good faith determine, after considering and weighing as they deem appropriate the effects of such action on the corporation's constituents, that such action is not in the best interests of the corporation. In making such determination, directors are not required to consider the effects of a proposed corporate action on any particular corporate constituent group or interest as a dominant or controlling factor. Without limiting the generality of the foregoing, directors are not required to render inapplicable any of the provisions of IC 23-1-43, to redeem any rights under or to render inapplicable a shareholder rights plan adopted pursuant to IC 23-1-26-5, or to take or decline to take any other action under this article, solely because of the effect such action might have on a proposed acquisition of control of the corporation or the amounts that might be paid to shareholders under such an acquisition. Certain judicial decisions in Delaware and other jurisdictions, which might otherwise be looked to for guidance in interpreting Indiana corporate law, including decisions relating to potential change of control transactions that impose a different or higher degree of scrutiny on actions taken by directors in response to a proposed acquisition of control of the corporation, are inconsistent with the proper application of the business judgment rule under this article. Therefore, the general assembly intends:

(1) to reaffirm that this section allows directors the full discretion to weigh the factors enumerated in subsection (d) as they deem appropriate; and

(2) to protect both directors and the validity of corporate action taken by them in the good faith exercise of their business judgment after reasonable investigation.

(g) In taking or declining to take any action, or in making or declining to make any recommendation to the shareholders of the corporation with respect to any matter, a board of directors may, in its discretion, consider both the short term and long term best interests of the corporation, taking into account, and weighing as the directors deem appropriate, the effects thereof on the corporation's shareholders and the other corporate constituent groups and interests listed or described in subsection (d), as well as any other factors deemed pertinent by the directors under subsection (d). If a determination is made with respect to the foregoing with the approval of a majority of the disinterested directors of the board of directors, that determination shall conclusively be presumed to be valid unless it can be demonstrated that the determination was not made in good faith after reasonable investigation.

(1) the director does not have a conflict of interest, within the meaning of section 2 of this chapter, in connection with the action or recommendation in question;

(2) in connection with matters described in IC 23-1-32 the director is disinterested (as defined in IC 23-1-32-4(d));

(A) a control share acquisition (as defined in IC 23-1-42-2) or any matter related to a control share acquisition under IC 23-1-42 or other provisions of this article;

(B) a business combination (as defined in IC 23-1-43-5) or any matter related to a business combination under IC 23-1-43 (including a person becoming an interested shareholder) or other provisions of this article; or

(A) a control share acquisition (as defined in IC 23-1-42-2) or any matter related to a control share acquisition under IC 23-1-42 or other provisions of this article;

the director is not an affiliate or associate of, or was not nominated or designated as a director by, a person proposing any of the transactions described in clause (A), (B), or (C).

(i) A person may be disinterested under this section even though the person is a director or shareholder of the corporation.

As added by P.L.149-1986, SEC.19. Amended by P.L.227-1989, SEC.2; P.L.133-2009, SEC.27.

IC 23-1-35-2Conflict of interest transaction

Sec. 2. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one (1) of the following is true:

(1) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or ratified the transaction.

(2) The material facts of the transaction and the director's interest were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transaction.

(b) For purposes of this section, a director of the corporation has an indirect interest in a transaction if:

(1) another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or

(2) another entity of which the director is a director, officer, or trustee is a party to the transaction and the transaction is, or is required to be, considered by the board of directors of the corporation.

(c) For purposes of subsection (a)(1), a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (a)(1) if the transaction is otherwise authorized, approved, or ratified as provided in that subsection.

(d) For purposes of subsection (a)(2), shares owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of an entity described in subsection (b), may be counted in a vote of shareholders to determine whether to authorize, approve, or ratify a conflict of interest transaction.

IC 23-1-35-3Loan or guarantee to director

Sec. 3. (a) Except as provided by subsection (c), a corporation may not lend money to or guarantee the obligation of a director of the corporation unless:

(1) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or

(2) the corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.

(b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.

(c) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations.

IC 23-1-35-4Unlawful distribution; liability; contribution

Sec. 4. (a) Subject to section 1(e) of this chapter, a director who votes for or assents to a distribution made in violation of this article or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this article or the articles of incorporation.

(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:

(1) from every other director who voted for or assented to the distribution, subject to section 1(e) of this chapter; and

IC 23-1-35-5Directors and business opportunities; conflicts of interest

Sec. 5. (a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if one (1) or more of the following applies:

(1) The opportunity and all material facts concerning the opportunity then known to the director were disclosed to or known by the board of directors or a committee of the board of directors before the director became legally obligated regarding the opportunity, and the board of directors or committee of the board of directors disclaimed the corporation's interest in the opportunity.

(2) The opportunity and all material facts concerning the business opportunity then known to the director were disclosed to or known by the shareholders entitled to vote before the director became legally obligated regarding the opportunity, and the shareholders disclaimed the corporation's interest in the opportunity.

(b) For purposes of subsection (a)(1), a business opportunity is disclaimed if approved in the manner provided in section 2(c) of this chapter as if the business opportunity were a conflict of interest transaction.

(c) For purposes of subsection (a)(2), a business opportunity is disclaimed if approved in the manner provided in section 2(d) of this chapter as if the business opportunity were a conflict of interest transaction.

(d) In any proceeding seeking equitable relief or other remedies against a director for the director allegedly improperly taking advantage of a business opportunity, the fact that the director did not employ the procedure described in subsection (a) before taking advantage of the opportunity does not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation under the circumstances.

IC 23-1-36-1Officers; election or appointment; secretary

Sec. 1. (a) A corporation has the officers described in its bylaws or elected or appointed by the board of directors in accordance with the bylaws or appointed by a duly elected or appointed officer in accordance with the bylaws. However, a corporation must have at least one (1) officer.

(b) A duly elected or appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation, and that officer is considered the secretary of the corporation for purposes of this article.

(d) The same individual may simultaneously hold more than one (1) office in a corporation.

IC 23-1-36-2Powers and duties

Sec. 2. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.

IC 23-1-36-3Resignation; removal

(1) to the board of directors, its chairman, or the secretary of the corporation; or

(2) if the articles of incorporation or bylaws so provide, to another designated officer.

(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

(d) An officer who appoints another officer or assistant officer may remove the appointed officer or assistant officer at any time with or without cause.

IC 23-1-36-4Contract rights

Sec. 4. (a) The election or appointment of an officer does not itself create contract rights.

(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.

IC 23-1-37Chapter 37. Indemnification of Directors, Officers, Employees, and Agents

23-1-37-9Mandatory indemnification of director against expenses

23-1-37-10Reimbursement of expenses in advance of final disposition

23-1-37-13Officers, employees, and agents; indemnification and advance of expenses

23-1-37-15Indemnification rights under articles of incorporation, bylaws, or resolutions

IC 23-1-37-1"Corporation" defined

Sec. 1. As used in this chapter, "corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

IC 23-1-37-2"Director" defined

Sec. 2. As used in this chapter, "director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.

IC 23-1-37-3"Expenses" defined

IC 23-1-37-4"Liability" defined

Sec. 4. As used in this chapter, "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

IC 23-1-37-5"Official capacity" defined

(1) when used with respect to a director, the office of director in a corporation; and

(2) when used with respect to an individual other than a director, as contemplated in section 13 of this chapter, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation.

"Official capacity" does not include service for any other foreign or domestic corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not.

IC 23-1-37-6"Party" defined

Sec. 6. As used in this chapter, "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

IC 23-1-37-7"Proceeding" defined

Sec. 7. As used in this chapter, "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

IC 23-1-37-8Indemnification of director against liability

Sec. 8. (a) A corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:

(A) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interests; and

(B) in all other cases, that the individual's conduct was at least not opposed to its best interests; and

(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

IC 23-1-37-9Mandatory indemnification of director against expenses

Sec. 9. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

IC 23-1-37-10Reimbursement of expenses in advance of final disposition

Sec. 10. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(1) the director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 8 of this chapter;

(2) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and

(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.

(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 12 of this chapter.

IC 23-1-37-11Application to court for indemnification

Sec. 11. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:

(1) the director is entitled to mandatory indemnification under section 9 of this chapter, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or

(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 8 of this chapter.

IC 23-1-37-12Authorization of indemnification

Sec. 12. (a) A corporation may not indemnify a director under section 8 of this chapter unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 8 of this chapter.

(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding.

(2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding.

(A) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2); or

(B) if a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate).

(4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.

IC 23-1-37-13Officers, employees, and agents; indemnification and advance of expenses

(1) an officer of the corporation, whether or not a director, is entitled to mandatory indemnification under section 9 of this chapter, and is entitled to apply for court-ordered indemnification under section 11 of this chapter, in each case to the same extent as a director;

(2) the corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation, whether or not a director, to the same extent as to a director; and

(3) a corporation may also indemnify and advance expenses to an officer, employee, or agent, whether or not a director, to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

IC 23-1-37-14Insurance against liability

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, member, manager, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under section 8 or 9 of this chapter. The:

(2) insurance purchased under this section may be reinsured in whole or in part by;

an insurer that is owned by or otherwise affiliated with the corporation whether the insurer does or does not do business with other persons.

As added by P.L.149-1986, SEC.21. Amended by P.L.8-1993, SEC.300; P.L.8-1993, SEC.305; P.L.1-1994, SEC.116.

IC 23-1-37-15Indemnification rights under articles of incorporation, bylaws, or resolutions

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude any other rights to indemnification and advance for expenses that a person may have under:

(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding.

(b) If the articles of incorporation, bylaws, resolutions of the board of directors or of the shareholders, or other duly adopted authorization of indemnification or advance for expenses limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles, bylaws, resolution of the board of directors or of the shareholders, or other duly adopted authorization of indemnification or advance for expenses.

(c) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director, officer, employee, or agent in connection with the person's appearance as a witness in a proceeding at a time when the person has not been made a named defendant or respondent to the proceeding.

23-1-38-1Required and permitted changes; vested property rights

23-1-38-2Amendments by board of directors without shareholder action

23-1-38-3Proposal of amendment for submission to shareholders; procedure for adoption

23-1-38-5Corporation not yet issuing shares; adoption of amendments by board of directors

23-1-38-8Court-ordered reorganization; articles of amendment; dissenters' rights; application of section

IC 23-1-38-1Required and permitted changes; vested property rights

Sec. 1. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted to be in the articles of incorporation or to delete a provision not required to be in the articles of incorporation. Whether a provision is required or permitted to be in the articles of incorporation is determined as of the effective date of the amendment.

(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, or authorized to be in the bylaws by this article or the articles of incorporation including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.

IC 23-1-38-2Amendments by board of directors without shareholder action

Sec. 2. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder action to:

(1) extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(3) delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;

(4) change each issued and unissued authorized share of an outstanding class into a greater number of whole shares or a lesser number of whole shares and fractional shares if the corporation has only shares of that class outstanding;

(5) change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;

(6) reduce the number of authorized shares solely as the result of a cancellation of treasury shares; or

(7) make any other change expressly permitted by this article to be made without shareholder action.

IC 23-1-38-3Proposal of amendment for submission to shareholders; procedure for adoption

Sec. 3. (a) A corporation's board of directors may propose one (1) or more amendments to the articles of incorporation for submission to the shareholders.

(1) the board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and

(2) the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e).

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 23-1-29-5. The notice of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and must contain or be accompanied by a copy or summary of the amendment.

(e) Unless this article, the articles of incorporation, or the board of directors (acting under subsection (c)) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:

(1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and

(2) the votes required by IC 23-1-30-6 and IC 23-1-30-7 by every other voting group entitled to vote on the amendment.

IC 23-1-38-4Voting by shareholders

Sec. 4. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this article) on a proposed amendment if the amendment would:

(1) increase or decrease the aggregate number of authorized shares of the class;

(2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(4) change the designation, rights, preferences, or limitations of all or part of the shares of the class;

(5) change the shares of all or part of the class into a different number of shares of the same class;

(6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(8) limit or deny an existing preemptive right of all or part of the shares of the class; or

(9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.

(b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(c) If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.

(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.

IC 23-1-38-5Corporation not yet issuing shares; adoption of amendments by board of directors

Sec. 5. If a corporation has not yet issued shares, its board of directors (or if a board of directors has not been selected, then the incorporators) may adopt one (1) or more amendments to the corporation's articles of incorporation.

IC 23-1-38-6Filing articles of amendment

Sec. 6. (a) A corporation amending its articles of incorporation shall deliver to the secretary of state for filing articles of amendment setting forth:

(3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;

(5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required;

(A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group represented at the meeting;

(B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.

(b) If a corporation amends its articles of incorporation to change its corporate name, it may, after the amendment has become effective, file for record with the county recorder of each county in Indiana in which it has real property at the time the amendment becomes effective a file-stamped copy of the articles of amendment. The validity of a change in name is not affected by a corporation's failure to record the articles of amendment.

IC 23-1-38-7Restated articles of incorporation

Sec. 7. (a) A corporation's board of directors or, if the board of directors has not been selected, the incorporators may restate its articles of incorporation at any time with or without shareholder action.

(b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in section 3 of this chapter.

(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 23-1-29-5. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and must contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.

(d) A corporation restating its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or

(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 6 of this chapter.

(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(f) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d).

IC 23-1-38-8Court-ordered reorganization; articles of amendment; dissenters' rights; application of section

Sec. 8. (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by IC 23-1-21-2.

(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:

(3) the date of the court's order or decree approving the articles of amendment;

(4) the title of the reorganization proceeding in which the order or decree was entered; and

(5) a statement that the court had jurisdiction of the proceeding under federal statute.

(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as provided in the reorganization plan.

(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

IC 23-1-38-9Effect of amendment

Sec. 9. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the preexisting rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.

23-1-39-2Bylaws fixing quorum or voting requirements; adoption or amendment by shareholders

23-1-39-3Bylaw fixing greater than majority quorum or voting requirement; amendment or repeal

IC 23-1-39-1Power of board of directors

Sec. 1. Unless the articles of incorporation provide otherwise, only a corporation's board of directors may amend or repeal the corporation's bylaws.

As added by P.L.149-1986, SEC.23. Amended by P.L.133-2009, SEC.31; P.L.118-2017, SEC.14.

IC 23-1-39-2Bylaws fixing quorum or voting requirements; adoption or amendment by shareholders

Sec. 2. (a) If expressly authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this article.

(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.

IC 23-1-39-3Bylaw fixing greater than majority quorum or voting requirement; amendment or repeal

Sec. 3. (a) A bylaw that fixes a greater than majority quorum or voting requirement for action by the board of directors may be amended or repealed:

(2) if originally adopted by the board of directors, only by the board of directors.

(b) A bylaw adopted or amended by the shareholders that fixes a greater than majority quorum or voting requirement for action by the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for action by the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

IC 23-1-39-4Repealed

23-1-40-2Acquisition of shares of another corporation; plan of exchange

23-1-40-3Shareholder approval of plan of merger or share exchange; procedure; abandonment of plan; amendment of plan of merger or share exchange

23-1-40-5Surviving corporation; filing of articles of merger or share exchange

23-1-40-7Foreign corporations; participation in merger or share exchange

23-1-40-9Parent corporation merger with subsidiary; shareholder vote not required; amending organizational documents; requirements; articles of merger

IC 23-1-40-1Right to merge; plan of merger

Sec. 1. (a) One (1) or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 3 of this chapter) approve a plan of merger.

(1) the name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;

(3) the manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whole or in part.

(1) amendments to the articles of incorporation of the surviving corporation; and

IC 23-1-40-2Acquisition of shares of another corporation; plan of exchange

Sec. 2. (a) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 3 of this chapter) approve the exchange.

(1) the name of the corporation whose shares will be acquired and the name of the acquiring corporation;

(3) the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or in part.

(d) This section does not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise.

IC 23-1-40-3Shareholder approval of plan of merger or share exchange; procedure; abandonment of plan; amendment of plan of merger or share exchange

Sec. 3. (a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger (except as provided in subsection (g)) or share exchange for approval by its shareholders.

(1) the board of directors must recommend the plan of merger or share exchange to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the plan; and

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 23-1-29-5. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger or share exchange and must contain or be accompanied by a copy or summary of the plan.

(e) Unless this article, the articles of incorporation, or the board of directors (acting under subsection (c)) requires a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

(1) on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one (1) or more separate voting groups on the proposed amendment under IC 23-1-38-4; or

(2) on a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.

(g) Action by the shareholders of the surviving corporation on a plan of merger is not required if:

(1) the articles of incorporation of the surviving corporation will not differ (except for amendments enumerated in IC 23-1-38-2) from its articles before the merger;

(2) each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same proportionate number of shares relative to the number of shares held by all such shareholders (except for shares of the surviving corporation received solely as a result of the shareholder's proportionate shareholdings in the other corporations party to the merger), with identical designations, preferences, limitations, and relative rights, immediately after;

(3) the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger (either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger), will not exceed by more than twenty percent (20%) the total number of voting shares (adjusted to reflect any forward or reverse share split that occurs under the plan of merger) of the surviving corporation outstanding immediately before the merger; and

(4) the number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger (either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger), will not exceed by more than twenty percent (20%) the total number of participating shares (adjusted to reflect any forward or reverse share split that occurs under the plan of merger) outstanding immediately before the merger.

(1) "Participating shares" means shares that entitle their holders to participate without limitation in distributions.

(2) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.

(i) After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned (subject to any contractual rights), without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.

(j) After a merger or share exchange is authorized, and at any time before the articles of merger or share exchange are filed, the planned merger or share exchange may be amended in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.

As added by P.L.149-1986, SEC.24. Amended by P.L.107-1987, SEC.16; P.L.3-2008, SEC.165; P.L.118-2017, SEC.16.

IC 23-1-40-4Merger of subsidiary and parent corporation

Sec. 4. (a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary and the parent corporation without approval of the shareholders of the parent or subsidiary.

(b) If the parent corporation will be the surviving corporation, the board of directors of the parent shall adopt a plan of merger that sets forth:

(2) the manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or in part.

(c) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.

(d) The parent may not deliver articles of merger to the secretary of state for filing until at least thirty (30) days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.

(e) The articles of incorporation of the parent corporation that are in effect immediately before the effective date of the merger constitute the articles of incorporation of the surviving corporation, and articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation (except for amendments enumerated in IC 23-1-38-2). If the subsidiary is a domestic corporation and will be the surviving corporation of a merger with a parent that is a foreign corporation, the articles of incorporation of the parent corporation that will be inherited by the subsidiary upon the effective date of the merger shall be delivered to the secretary of state for filing together with the articles of merger to be delivered for filing under section 5(a) of this chapter.

(f) If the parent corporation will not be the surviving corporation, the board of directors of the parent shall adopt a plan of merger that sets forth:

(2) the manner and basis of converting the shares of the parent into shares of the surviving corporation.

(g) A plan adopted under subsection (f) must ensure that each shareholder of the parent corporation whose shares were outstanding immediately before the effective date of the merger will hold the same proportionate number of shares relative to the number of shares held by all such shareholders (except for shares of the surviving corporation received solely as a result of the shareholder's proportionate shareholdings in any other corporations besides the parent which are parties to the merger), with identical designations, preferences, limitations, and relative rights, of the surviving corporation immediately after that effective date. If the plan provides that the shareholders of the subsidiary (other than the parent) will not be shareholders of the surviving corporation immediately after that effective date, the plan must also set forth the manner and basis of converting the shares of the subsidiary held by such shareholders into obligations or other securities of the surviving corporation or shares, obligations, or other securities of any other corporation or into cash or other property in whole or in part.

As added by P.L.149-1986, SEC.24. Amended by P.L.107-1987, SEC.17; P.L.145-1988, SEC.5.

IC 23-1-40-5Surviving corporation; filing of articles of merger or share exchange

Sec. 5. (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the secretary of state for filing articles of merger or share exchange setting forth:

(1) the name of the surviving or acquiring corporation following the merger or share exchange;

(3) if approval of the shareholders of one (1) or more corporations party to the merger or share exchange was required:

(A) the designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the merger or share exchange as to each corporation; and

(B) either the total number of votes cast for and against the merger or share exchange by each voting group entitled to vote separately on the merger or share exchange or the total number of undisputed votes cast for the merger or share exchange separately by each voting group and a statement that the number cast for the merger or share exchange by each voting group was sufficient for approval by that voting group.

(b) Unless a delayed effective date is specified, a merger or share exchange takes effect when the articles of merger or share exchange are filed.

(c) The surviving corporation resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which the corporation has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the articles of merger set forth amendments to the articles of incorporation of the surviving corporation that change its corporate name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving or acquiring corporation has any real property at the time the merger becomes effective. A failure to record a copy of the articles of merger under this subsection does not affect the validity of the merger or the change in corporate name.

IC 23-1-40-6Effect of merger

(1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;

(3) the surviving corporation has all liabilities of each corporation party to the merger;

(4) a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;

(5) the articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and

(6) the shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under IC 23-1-44.

(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under IC 23-1-44.

(c) After a merger or share exchange takes effect as provided in this section, any terms of the plan of merger or plan of share exchange that are not included in the articles of incorporation shall be considered to be contract rights only, and not part of the governing documents of the corporation.

IC 23-1-40-7Foreign corporations; participation in merger or share exchange

Sec. 7. (a) One (1) or more foreign corporations may participate in a merger or a share exchange with one (1) or more domestic corporations if:

(1) in a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

(2) in a share exchange, the corporation whose shares will be acquired in the share exchange is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;

(3) the foreign corporation complies with section 5 of this chapter if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and

(4) each domestic corporation complies with the applicable provisions of sections 1 through 4 of this chapter and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with section 5 of this chapter.

(b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:

(1) to appoint the secretary of state as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and

(2) to agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under IC 23-1-44.

(c) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one (1) or more classes or series of a domestic corporation through a voluntary exchange or otherwise.

IC 23-1-40-8Repealed

As added by P.L.178-2002, SEC.100. Amended by P.L.178-2005, SEC.6. Repealed by P.L.118-2017, SEC.17.

IC 23-1-40-9Parent corporation merger with subsidiary; shareholder vote not required; amending organizational documents; requirements; articles of merger

Sec. 9. (a) As used in this section, "holding company" means a corporation that, from its incorporation until consummation of a merger governed by this section, was at all times a direct or indirect wholly owned subsidiary of the parent corporation and its shares of capital stock are issued in the merger.

(b) For purposes of subsections (d)(7), (e), (f), and (g), "organizational documents" means:

(1) if used in reference to a corporation, the articles of incorporation of the corporation; and

(2) if used in reference to a limited liability company, the operating agreement of the limited liability company.

(1) before a merger governed by this section, was owned by its shareholders; and

(2) after the merger, the parent corporation or its successor becomes or remains a direct or indirect wholly owned subsidiary of a holding company.

(d) Notwithstanding the requirements of section 3 of this chapter or IC 23-0.6-2-3, if the subsidiary of the parent corporation party to the merger is a limited liability company, and unless expressly required by a corporation's articles of incorporation, a vote of shareholders of a parent corporation is not necessary to authorize a merger with or into a single direct or indirect wholly owned subsidiary of the parent corporation if all the following apply:

(1) As a result of the merger, the parent corporation or its successor becomes or remains a direct or indirect wholly owned subsidiary of the holding company.

(2) The parent corporation and the direct or indirect wholly owned subsidiary of the parent corporation are the only parties to the merger.

(3) Each share or fraction of a share of the capital stock of the parent corporation outstanding immediately before the effective time of the merger is converted in the merger into a share or an equal fraction of a share of capital stock of a holding company having the same:

(4) The holding company and the parent corporation are domestic corporations and the direct or indirect wholly owned subsidiary that is the other party to the merger is a domestic corporation or domestic limited liability company.

(5) The articles of incorporation and bylaws of the holding company immediately following the effective time of the merger contain provisions identical to the articles of incorporation and bylaws of the parent corporation immediately before the effective time of the merger. However, the following are not required to be identical under this subdivision:

(B) Any provisions contained in any amendment to the articles of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination, or cancellation of shares, if the change, exchange, reclassification, subdivision, combination, or cancellation has become effective.

(6) The directors of the parent corporation become or remain the directors of the holding company upon the effective time of the merger.

(7) Subject to subsections (e) and (f), the organizational documents of the surviving entity immediately following the effective time of the merger contain provisions identical in substance to the articles of incorporation of the parent corporation immediately before the effective time of the merger. However, subject to subsection (e), the following are not required to be identical under this subdivision:

(viii) references to managers, managing members, or other members of the governing body rather than directors.

(8) The shareholders of the parent corporation do not recognize gain or loss for federal income tax purposes as determined by the board of directors of the parent corporation.

(e) The organizational documents of the surviving entity must be amended in the merger to contain, if not contained in the organizational documents, provisions that require:

(1) any act or transaction by or involving the surviving entity, other than the election or removal of:

that requires for its adoption under this article or its organizational documents that the approval of the shareholders or members of the surviving entity must, by specific reference to this section, require the approval of the shareholders of the holding company (or any successor by merger), by the same vote as is required by this article or by the organizational documents of the surviving entity. However, for purposes of this subdivision, any surviving entity that is not a corporation shall include in the amendment a requirement that the approval of the shareholders of the holding company be obtained for any act or transaction by or involving the surviving entity, other than the election or removal of directors or managers, managing members, or other members of the governing body of the surviving entity, which would require the approval of the shareholders of the surviving entity if the surviving entity were a corporation subject to this article;

(2) any amendment of the organizational documents of a surviving entity that is not a corporation, which amendment would, if adopted by a corporation subject to this article, be required to be included in the articles of incorporation of the corporation, must, by specific reference to this section, require the approval of the shareholders of the holding company (or any successor by merger), by the same vote as is required by this article or by the organizational documents of the surviving entity; and

(3) the business and affairs of a surviving entity that is not a corporation must be managed by or under the direction of a board of directors, board of managers, or other governing body consisting of individuals who are subject to the same standards of conduct applicable to, and who are liable for breach of the standards of conduct to the same extent as, directors of a corporation subject to this article.

(f) The organizational documents of the surviving entity may be amended in the merger:

(1) to reduce the number of classes and shares of capital stock or other equity interests or units that the surviving entity is authorized to issue; and

(g) Nothing in subsection (e) or any provision of a surviving entity's organizational documents required by subsection (e) may be considered or construed to require approval of the shareholders of the holding company to elect or remove directors or managers, managing members, or other members of the governing body of the surviving entity.

(h) From and after the effective time of a merger adopted by a parent corporation by action of its board of directors and without any vote of shareholders under this section:

(1) to the extent the restrictions of IC 23-1-42 or IC 23-1-43 applied to the parent corporation or to any of its shareholders at the effective time of the merger, the restrictions must apply to the holding company and such shareholders immediately after the effective time of the merger as though the holding company were the parent corporation, and all shares of the holding company acquired in the merger shall for purposes of IC 23-1-42 and IC 23-1-43 be considered to have been acquired at the time that the shares of the parent corporation converted in the merger were acquired, and provided further that:

(A) any shares that immediately before the effective time of the merger were not control shares within the meaning of IC 23-1-42 do not solely by reason of the merger become control shares of the holding company; and

(B) any shareholder who immediately before the effective time of the merger was not an interested shareholder within the meaning of IC 23-1-43 does not solely by reason of the merger become an interested shareholder of the holding company;

(2) if the corporate name of the holding company immediately following the effective time of the merger is the same as the corporate name of the parent corporation immediately before the effective time of the merger, the shares of capital stock of the holding company into which the shares of capital stock of the parent corporation are converted in the merger shall be represented by the share certificates that previously represented shares of capital stock of the parent corporation; and

(3) to the extent a shareholder of the parent corporation immediately before the merger had standing to institute or maintain derivative litigation on behalf of the parent corporation, this section may not be considered or construed to limit or extinguish that standing.

(i) If a plan of merger is adopted by a parent corporation by action of its board of directors and without any vote of shareholders under this section, the secretary or assistant secretary of the parent corporation shall certify in the articles of merger filed under section 5 of this chapter or IC 23-0.6-2-5 that the plan of merger has been adopted under this section and that the conditions specified in subsections (d), (e), and (f) have been satisfied.

(j) After the requirements of subsection (i) are met, the articles of merger shall then be filed and become effective, in accordance with section 5 of this chapter or IC 23-0.6-2-5. The filing constitutes a representation by the person who executes the articles of merger that the facts stated in the articles of merger remain true immediately before the filing.

23-1-41-1Right to sell, lease, or otherwise dispose of corporate property; shareholder approval

23-1-41-2Sale, lease, or disposition of property other than in regular course of business

IC 23-1-41-1Right to sell, lease, or otherwise dispose of corporate property; shareholder approval

Sec. 1. The approval of the shareholders of a corporation is not required unless the articles of incorporation require the approval of the shareholders to:

(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the corporation's property in the usual and regular course of business;

(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's property whether or not in the usual and regular course of business; or

(3) transfer any or all of the corporation's property to a corporation all the shares of which are owned by the corporation.

IC 23-1-41-2Sale, lease, or disposition of property other than in regular course of business

Sec. 2. (a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in section 1 of this chapter, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least twenty-five percent (25%) of total assets at the end of the most recently completed fiscal year, and twenty-five percent (25%) of either income from continuing operations before taxes or revenues from continuing operations for the fiscal year, in each case of the corporation and the corporation's subsidiaries on a consolidated basis, the corporation is conclusively considered to have retained a significant continuing business activity.

(b) A disposition that requires approval of the shareholders under subsection (a) shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of the resolution, the board of directors shall submit the proposed disposition to the shareholders for the shareholder's approval. The board of directors shall transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances the board of directors should not make the recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.

(c) The board of directors may condition the board of directors' submission of a disposition to the shareholders under subsection (b) on any basis.

(1) a disposition is required to be approved by the shareholders under subsection (a); and

the corporation shall notify each shareholder, whether the shareholder is entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval in accordance with IC 23-1-29-5. The notice must state that the purpose or one (1) of the purposes of the meeting is to consider the disposition and must contain a description of the disposition, including the terms and conditions of the disposition and the consideration to be received by the corporation.

(e) Unless the articles of incorporation or the board of directors (acting under subsection (c)) requires a greater vote, or a greater number of votes to be present, the approval of a disposition by the shareholders requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the disposition exists.

(f) After a disposition has been approved by the shareholders under subsection (b), and at any time before the disposition has been consummated, the disposition may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition.

(g) A disposition that constitutes a distribution is governed by IC 23-1-28 and not by this section.

(i) The assets of a direct or indirect consolidated subsidiary shall be considered the assets of the parent corporation for the purposes of this section.

As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009, SEC.35; P.L.118-2017, SEC.19.

IC 23-1-42-1"Control shares" defined

Sec. 1. As used in this chapter, "control shares" means shares that, except for this chapter, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares (directly or indirectly, alone or as a part of a group), to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:

IC 23-1-42-2"Control share acquisition" defined

Sec. 2. (a) As used in this chapter, "control share acquisition" means the acquisition (directly or indirectly) by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.

(b) For purposes of this section, shares acquired within ninety (90) days or shares acquired pursuant to a plan to make a control share acquisition are considered to have been acquired in the same acquisition.

(c) For purposes of this section, a person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this chapter has voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others.

(d) The acquisition of any shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances:

(4) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this chapter.

(5) Pursuant to a merger or plan of share exchange effected in compliance with IC 23-1-40 if the issuing public corporation is a party to the agreement of merger or plan of share exchange.

(e) The acquisition of shares of an issuing public corporation in good faith and not for the purpose of circumventing this chapter by or from:

(1) any person whose voting rights had previously been authorized by shareholders in compliance with this chapter; or

(2) any person whose previous acquisition of shares of an issuing public corporation would have constituted a control share acquisition but for subsection (d);

does not constitute a control share acquisition, unless the acquisition entitles any person (directly or indirectly, alone or as a part of a group) to exercise or direct the exercise of voting power of the corporation in the election of directors in excess of the range of the voting power otherwise authorized.

IC 23-1-42-3"Interested shares" defined

Sec. 3. As used in this chapter, "interested shares" means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

(1) An acquiring person or member of a group with respect to a control share acquisition.

(3) Any employee of the issuing public corporation who is also a director of the corporation.

IC 23-1-42-4"Issuing public corporation" defined

Sec. 4. (a) As used in this chapter, "issuing public corporation" means a corporation that has:

(2) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of more than one million dollars ($1,000,000); and

(B) more than ten percent (10%) of its shares owned of record or owned beneficially by Indiana residents; or

(b) The residence of a record shareholder is presumed to be the address appearing in the records of the corporation.

IC 23-1-42-5Voting rights under IC 23-1-42-9

Sec. 5. Unless the corporation's articles of incorporation or bylaws provide that this chapter does not apply to control share acquisitions of shares of the corporation before the control share acquisition, control shares of an issuing public corporation acquired in a control share acquisition have only such voting rights as are conferred by section 9 of this chapter.

IC 23-1-42-6Acquiring person statement

Sec. 6. Any person who proposes to make or has made a control share acquisition may at the person's election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement must set forth all of the following:

(1) The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares.

(2) A statement that the acquiring person statement is given pursuant to this chapter.

(3) The number of shares of the issuing public corporation owned (directly or indirectly) by the acquiring person and each other member of the group.

(4) The range of voting power under which the control share acquisition falls or would, if consummated, fall.

(A) a description in reasonable detail of the terms of the proposed control share acquisition; and

(B) representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition.

IC 23-1-42-7Special meeting of shareholders

Sec. 7. (a) If the acquiring person so requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation's expenses of a special meeting, within ten (10) days thereafter, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.

(b) Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within fifty (50) days after receipt by the issuing public corporation of the request.

(c) If no request is made, the voting rights to be accorded the shares acquired in the control share acquisition shall be presented to the next special or annual meeting of shareholders.

(d) If the acquiring person so requests in writing at the time of delivery of the acquiring person statement, the special meeting must not be held sooner than thirty (30) days after receipt by the issuing public corporation of the acquiring person statement.

Sec. 8. (a) If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting.

(b) Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by both of the following:

(1) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this chapter.

(2) A statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control share acquisition.

IC 23-1-42-9Voting rights of acquired control shares; resolution

Sec. 9. (a) Control shares acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.

(1) each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that voting group, with the holders of the outstanding shares of a class being entitled to vote as a separate voting group if the proposed control share acquisition would, if fully carried out, result in any of the changes described in IC 23-1-38-4(a); and

(2) each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that group, excluding all interested shares.

IC 23-1-42-10Redemption of acquired control shares

Sec. 10. (a) If authorized in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, control shares acquired in a control share acquisition with respect to which no acquiring person statement has been filed with the issuing public corporation may, at any time during the period ending sixty (60) days after the last acquisition of control shares by the acquiring person, be subject to redemption by the corporation at the fair value thereof pursuant to the procedures adopted by the corporation.

(b) Control shares acquired in a control share acquisition are not subject to redemption after an acquiring person statement has been filed unless the shares are not accorded full voting rights by the shareholders as provided in section 9 of this chapter.

IC 23-1-42-11Dissenters' rights; "fair value" defined

Sec. 11. (a) Unless otherwise provided in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of all voting power, all shareholders of the issuing public corporation have dissenters' rights as provided in this chapter.

(b) As soon as practicable after such events have occurred, the board of directors shall cause a notice to be sent to all shareholders of the corporation advising them of the facts and that they have dissenters' rights to receive the fair value of their shares pursuant to IC 23-1-44.

(c) As used in this section, "fair value" means a value not less than the highest price paid per share by the acquiring person in the control share acquisition.

23-1-43-18Business combination with interested shareholder within five years of share acquisition date

23-1-43-19Business combination with interested shareholder; requirements

23-1-43-20Corporation having shares registered under Exchange Act; application of chapter

23-1-43-21Amendment of articles of incorporation making corporation subject to this chapter; application of chapter

23-1-43-22Election not to be covered by this chapter; application of chapter

23-1-43-23Inadvertent interested shareholder; application of chapter

23-1-43-24Interested shareholder on January 7, 1986; application of chapter

IC 23-1-43-1"Affiliate" defined

Sec. 1. As used in this chapter, "affiliate" means a person that directly, or indirectly through one (1) or more intermediaries, controls, is controlled by, or is under common control with, a specified person.

IC 23-1-43-2"Announcement date" defined

Sec. 2. As used in this chapter, "announcement date", when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination.

IC 23-1-43-3"Associate" defined

Sec. 3. As used in this chapter, "associate", when used to indicate a relationship with any person, means:

(1) any corporation or organization of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of voting shares;

(2) any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and

(3) any relative or spouse of the person, or any relative of the spouse, who has the same home as the person.

IC 23-1-43-4"Beneficial owner" defined

Sec. 4. As used in this chapter, "beneficial owner", when used with respect to any shares, has the meaning set forth in IC 23-1-20-3.5.

IC 23-1-43-5"Business combination" defined

Sec. 5. As used in this chapter, "business combination", when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means any of the following:

(1) Any merger of the resident domestic corporation or any subsidiary of the resident domestic corporation with:

(B) any other corporation (whether or not itself an interested shareholder of the resident domestic corporation) that is, or after the merger or consolidation would be, an affiliate or associate of the interested shareholder.

(2) Any sale, lease, exchange, mortgage, pledge, transfer, or other disposition (in one (1) transaction or a series or transactions) to or with the interested shareholder or any affiliate or associate of the interested shareholder of assets of the resident domestic corporation or any subsidiary of the resident domestic corporation:

(A) having an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the assets, determined on a consolidated basis, of the resident domestic corporation;

(B) having an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the outstanding shares of the resident domestic corporation; or

(C) representing ten percent (10%) or more of the earning power or net income, determined on a consolidated basis, of the resident domestic corporation.

(3) The issuance or transfer by the resident domestic corporation or any subsidiary of the resident domestic corporation (in one (1) transaction or a series of transactions) of any shares of the resident domestic corporation or any subsidiary of the resident domestic corporation that have an aggregate market value equal to five percent (5%) or more of the aggregate market value of all the outstanding shares of the resident domestic corporation to the interested shareholder or any affiliate or associate of the interested shareholder except under the exercise of warrants or rights to purchase shares offered, or a dividend or distribution paid or made, pro rata to all shareholders of the resident domestic corporation.

(4) The adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation proposed by, or under any agreement, arrangement, or understanding (whether or not in writing) with, the interested shareholder or any affiliate or associate of the interested shareholder.

(A) reclassification of securities (including without limitation any share split, share dividend, or other distribution of shares in respect of shares, or any reverse share split);

(C) merger or consolidation of the resident domestic corporation with any subsidiary of the resident domestic corporation; or

(D) other transaction (whether or not with or into or otherwise involving the interested shareholder);

proposed by, or under any agreement, arrangement, or understanding (whether or not in writing) with, the interested shareholder or any affiliate or associate of the interested shareholder, that has the effect (directly or indirectly) of increasing the proportionate share of the outstanding shares of any class or series of voting shares or securities convertible into voting shares of the resident domestic corporation or any subsidiary of the resident domestic corporation that is directly or indirectly owned by the interested shareholder or any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments.

(6) Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit (directly or indirectly, except proportionately as a shareholder of the resident domestic corporation), of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantages provided by or through the resident domestic corporation.

IC 23-1-43-6"Common shares" defined

Sec. 6. As used in this chapter, "common shares" means any shares other than preferred shares.

IC 23-1-43-7"Consummation date" defined

Sec. 7. As used in this chapter, "consummation date", with respect to any business combination, means the date of consummation of the business combination or, in the case of a business combination as to which a shareholder vote is taken, the later of:

(2) twenty (20) days before the date of consummation of the business combination.

IC 23-1-43-8"Control" defined

Sec. 8. (a) As used in this chapter, "control", including the terms "controlling", "controlled by", and "under common control with", means the possession (directly or indirectly) of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

(b) A person's beneficial ownership of ten percent (10%) or more of the voting power of a corporation's outstanding voting shares creates a presumption that the person has control of the corporation.

(c) Notwithstanding subsections (a) and (b), a person is not considered to have control of a corporation if the person holds voting power, in good faith and not for the purpose of circumventing this chapter, as an agent, bank, broker, nominee, custodian, or trustee for one (1) or more beneficial owners who do not individually or as a group have control of the corporation.

IC 23-1-43-9"Exchange Act" defined

Sec. 9. As used in this chapter, "Exchange Act" means the Act of Congress known as the Securities Exchange Act of 1934, as amended.

IC 23-1-43-10"Interested shareholder" defined

Sec. 10. (a) As used in this chapter, "interested shareholder", when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is:

(1) the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the outstanding voting shares of the resident domestic corporation; or

(2) an affiliate or associate of the resident domestic corporation and at any time within the five (5) year period immediately before the date in question was the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the then outstanding shares of the resident domestic corporation.

(b) For the purpose of determining whether a person is an interested shareholder, the number of voting shares of the resident domestic corporation considered to be outstanding includes shares considered to be beneficially owned by the person through application of section 4 of this chapter, but does not include any other unissued shares of voting shares of the resident domestic corporation that may be issuable under any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

IC 23-1-43-11"Market value" defined

Sec. 11. As used in this chapter, "market value", when used in reference to shares or property of any resident domestic corporation, means the following:

(1) In the case of shares, the highest closing sale price of a share during the thirty (30) day period immediately preceding the date in question on the composite tape for New York Stock Exchange listed shares, or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the thirty (30) day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotation is available, the fair market value on the date in question of a share as determined by the board of directors of the resident domestic corporation in good faith.

(2) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined by the board of directors of the resident domestic corporation in good faith.

IC 23-1-43-12"Preferred shares" defined

Sec. 12. As used in this chapter, "preferred shares" means any class or series of shares of a resident domestic corporation that under the bylaws or articles of incorporation of the resident domestic corporation:

(1) is entitled to receive payment of dividends before any payment of dividends on some other class or series of shares; or

(2) is entitled in the event of any voluntary liquidation, dissolution, or winding up of the corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of shares.

IC 23-1-43-13"Resident domestic corporation" defined

Sec. 13. (a) As used in this chapter, "resident domestic corporation" means a corporation that has one hundred (100) or more shareholders.

(b) A resident domestic corporation does not cease to be a resident domestic corporation by reason of events occurring or actions taken while the resident domestic corporation is subject to this chapter.

IC 23-1-43-14"Share" defined

(1) any share or similar security, any certificate of interest, any participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for a share; and

(2) any security convertible, with or without consideration, into shares, or any warrant, call, or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares.

IC 23-1-43-15"Share acquisition date" defined

Sec. 15. As used in this chapter, "share acquisition date", with respect to any person and any resident domestic corporation, means the date that the person first becomes an interested shareholder of the resident domestic corporation.

IC 23-1-43-16"Subsidiary" defined

Sec. 16. As used in this chapter, "subsidiary" of any resident domestic corporation means any other corporation of which a majority of the outstanding voting shares entitled to be cast are owned (directly or indirectly) by the resident domestic corporation.

IC 23-1-43-17"Voting shares" defined

Sec. 17. As used in this chapter, "voting shares" means shares of capital stock of a corporation entitled to vote generally in the election of directors.

IC 23-1-43-18Business combination with interested shareholder within five years of share acquisition date

Sec. 18. (a) Notwithstanding any other provision of this article (except sections 20 through 24 of this chapter), a resident domestic corporation may not engage in any business combination with any interested shareholder of the resident domestic corporation for a period of five (5) years following the interested shareholder's share acquisition date unless the business combination or the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date is approved by the board of directors of the resident domestic corporation before the interested shareholder's share acquisition date.

(b) If a good faith proposal regarding a business combination is made in writing to the board of directors of the resident domestic corporation, the board of directors shall respond, in writing, within thirty (30) days or such shorter period, if any, as may be required by the Exchange Act, setting forth its reasons for its decision regarding the proposal.

(c) If a good faith proposal to purchase shares is made in writing to the board of directors of the resident domestic corporation, the board of directors, unless it responds affirmatively in writing within thirty (30) days or such shorter period, if any, as may be required by the Exchange Act, is considered to have disapproved the share purchase.

IC 23-1-43-19Business combination with interested shareholder; requirements

Sec. 19. Notwithstanding any other provision of this article (except sections 18 and 20 through 24 of this chapter), a resident domestic corporation may not engage at any time in any business combination with any interested shareholder of the resident domestic corporation other than a business combination meeting all requirements of the articles of incorporation of the domestic corporation and the requirements specified in any of the following:

(1) A business combination approved by the board of directors of the resident domestic corporation before the interested shareholder's share acquisition date, or as to which the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date had been approved by the board of directors of the resident domestic corporation before the interested shareholder's share acquisition date.

(2) A business combination approved by the affirmative vote of the holders of a majority of the outstanding voting shares not beneficially owned by the interested shareholder proposing the business combination, or any affiliate or associate of the interested shareholder proposing the business combination, at a meeting called for that purpose no earlier than five (5) years after the interested shareholder's share acquisition date.

(A) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding common shares of the resident domestic corporation in the business combination is at least equal to the higher of the following:

(i) The highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner (directly or indirectly) of five percent (5%) or more of the outstanding voting shares of the resident domestic corporation, for any common shares of the same class or series acquired by it within the five (5) year period immediately before the announcement date with respect to the business combination or within the five (5) year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one (1) year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per common share since the earliest date, up to the amount of the interest.

(ii) The market value per common share on the announcement date with respect to the business combination or on the interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from that date through the consummation date at the rate for one (1) year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per common share since that date, up to the amount of the interest.

(B) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any class or series of shares, other than common shares, of the resident domestic corporation is at least equal to the highest of the following (whether or not the interested shareholder has previously acquired any shares of the class or series of shares):

(i) The highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner (directly or indirectly) of five percent (5%) or more of the outstanding voting shares of the resident domestic corporation, for any shares of the class or series of shares acquired by it within the five (5) year period immediately before the announcement date with respect to the business combination or within the five (5) year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one (1) year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of the class or series of shares since the earliest date, up to the amount of the interest.

(ii) The highest preferential amount per share to which the holders of shares of the class or series of shares are entitled in the event of any voluntary liquidation, dissolution, or winding up of the resident domestic corporation, plus the aggregate amount of any dividends declared or due as to which the holders are entitled before payment of dividends on some other class or series of shares (unless the aggregate amount of the dividends is included in the preferential amount).

(iii) The market value per share of the class or series of shares on the announcement date with respect to the business combination or on the interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from that date through the consummation date at the rate for one (1) year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of the class or series of shares since that date, up to the amount of the interest.

(C) The consideration to be received by holders of a particular class or series of outstanding shares (including common shares) of the resident domestic corporation in the business combination is in cash or in the same form as the interested shareholder has used to acquire the largest number of shares of the class or series of shares previously acquired by it, and the consideration shall be distributed promptly.

(D) The holders of all outstanding shares of the resident domestic corporation not beneficially owned by the interested shareholder immediately before the consummation of the business combination are entitled to receive in the business combination cash or other consideration for the shares in compliance with clauses (A), (B), and (C).

(E) After the interested shareholder's share acquisition date and before the consummation date with respect to the business combination, the interested shareholder has not become the beneficial owner of any additional voting shares of the resident domestic corporation except:

(i) as part of the transaction that resulted in the interested shareholder becoming an interested shareholder;

(ii) by virtue of proportionate share splits, share dividends, or other distributions of shares in respect of shares not constituting a business combination under section 5(5) of this chapter;

(iii) through a business combination meeting all of the conditions of section 18 of this chapter and this section; or

(iv) through purchase by the interested shareholder at any price that, if the price had been paid in an otherwise permissible business combination the announcement date and consummation date of which were the date of the purchase, would have satisfied the requirements of clauses (A), (B), and (C).

IC 23-1-43-20Corporation having shares registered under Exchange Act; application of chapter

Sec. 20. This chapter does not apply to any business combination of a resident domestic corporation that does not, as of the share acquisition date, have a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Exchange Act, unless the corporation's articles of incorporation provide otherwise.

IC 23-1-43-21Amendment of articles of incorporation making corporation subject to this chapter; application of chapter

Sec. 21. This chapter does not apply to any business combination of a resident domestic corporation the articles of incorporation of which have been amended to provide that the resident domestic corporation is subject to this chapter and that has not had a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Exchange Act on the effective date of the amendment, and that is a business combination with an interested shareholder whose share acquisition date is before the effective date of the amendment.

IC 23-1-43-22Election not to be covered by this chapter; application of chapter

Sec. 22. This chapter does not apply to any business combination of a resident domestic corporation:

(1) the original articles of incorporation of which contain a provision expressly electing not to be governed by this chapter;

(B) thirty (30) days after the date specified by a resolution of the board of directors adopted under IC 23-1-17-3(b), if the board of directors adopts such a resolution;

adopts an amendment to the resident domestic corporation's bylaws expressly electing not to be governed by this chapter; however, an election under this subdivision may be rescinded by subsequent amendment of the bylaws; or

(3) that adopts an amendment to the resident domestic corporation's articles of incorporation, approved by the affirmative vote of the holders, other than interested shareholders and their affiliates and associates, of a majority of the outstanding voting shares of the resident domestic corporation, excluding the voting shares of interested shareholders and their affiliates and associates, expressly electing not to be governed by this chapter, if the amendment to the articles of incorporation is not to be effective until eighteen (18) months after the vote of the resident domestic corporation's shareholders and does not apply to any business combination of the resident domestic corporation with an interested shareholder whose share acquisition date is on or before the effective date of the amendment.

IC 23-1-43-23Inadvertent interested shareholder; application of chapter

Sec. 23. This chapter does not apply to any business combination of a resident domestic corporation with an interested shareholder of the resident domestic corporation who became an interested shareholder inadvertently, if the interested shareholder:

(1) as soon as practicable, divests itself of a sufficient amount of the voting shares of the corporation so that it no longer is the beneficial owner (directly or indirectly) of ten percent (10%) or more of the outstanding voting shares of the resident domestic corporation; and

(2) would not at any time within the five (5) year period preceding the announcement date with respect to the business combination have been an interested shareholder but for the inadvertent acquisition.

IC 23-1-43-24Interested shareholder on January 7, 1986; application of chapter

Sec. 24. This chapter does not apply to any business combination with an interested shareholder who was an interested shareholder on January 7, 1986.

23-1-44-11Proposed action creating dissenters' rights; assertion of dissenters' rights

23-1-44-13Demand for payment and deposit of shares by shareholder

23-1-44-14Uncertificated shares; restriction on transfer; dissenters' rights

23-1-44-16Failure to take action; return of certificates; new action by corporation

23-1-44-17Withholding payment by corporation; corporation's estimate of fair value; after-acquired shares

23-1-44-18Dissenters' estimate of fair value; demand for payment; waiver

23-1-44-19Court proceeding to determine fair value; judicial appraisal

IC 23-1-44-1"Corporation"

Sec. 1. As used in this chapter, "corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

IC 23-1-44-2"Dissenter"

Sec. 2. As used in this chapter, "dissenter" means a shareholder who is entitled to dissent from corporate action under section 8 of this chapter and who exercises that right when and in the manner required by sections 10 through 18 of this chapter.

IC 23-1-44-3"Fair value"

Sec. 3. As used in this chapter, "fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.

IC 23-1-44-4"Interest"

Sec. 4. As used in this chapter, "interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.

IC 23-1-44-4.5"Preferred shares"

Sec. 4.5. As used in this chapter, "preferred shares" means a class or series of shares in which the holders of the shares have preference over any other class or series with respect to distributions.

IC 23-1-44-5"Record shareholder"

Sec. 5. As used in this chapter, "record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent that treatment as a record shareholder is provided under a recognition procedure or a disclosure procedure established under IC 23-1-30-4.

IC 23-1-44-6"Beneficial shareholder"

Sec. 6. As used in this chapter, "beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder.

IC 23-1-44-7"Shareholder"

Sec. 7. As used in this chapter, "shareholder" means the record shareholder or the beneficial shareholder.

IC 23-1-44-8Right to dissent and obtain payment for shares

Sec. 8. (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions:

(A) shareholder approval is required for the merger by IC 23-1-40, IC 23-0.6-1-7, or the articles of incorporation; and

(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan.

(3) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale.

(5) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.

(b) This section does not apply to the holders of shares of any class or series if, on the date fixed to determine the shareholders entitled to receive notice of and vote at the meeting of shareholders at which the merger, plan of share exchange, or sale or exchange of property is to be acted on, the shares of that class or series were a covered security under Section 18(b)(1)(A) or 18(b)(1)(B) of the Securities Act of 1933, as amended.

(c) The articles of incorporation as originally filed or any amendment to the articles of incorporation may limit or eliminate the right to dissent and obtain payment for any class or series of preferred shares. However, any limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates the right to dissent and obtain payment for any shares:

(1) that are outstanding immediately before the effective date of the amendment; or

(2) that the corporation is or may be required to issue or sell after the effective date of the amendment under any exchange or other right existing immediately before the effective date of the amendment;

does not apply to any corporate action that becomes effective within one (1) year of the effective date of the amendment if the action would otherwise afford the right to dissent and obtain payment.

(1) who is entitled to dissent and obtain payment for the shareholder's shares under this chapter; or

(2) who would be so entitled to dissent and obtain payment but for the provisions of subsection (b);

may not challenge the corporate action creating (or that, but for the provisions of subsection (b), would have created) the shareholder's entitlement.

(e) Subsection (d) does not apply to a corporate action that was approved by less than unanimous consent of the voting shareholders under IC 23-1-29-4 if both of the following apply:

(1) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten (10) days before the corporate action was effected.

(2) The proceeding challenging the corporate action is commenced not later than ten (10) days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.

As added by P.L.149-1986, SEC.28. Amended by P.L.107-1987, SEC.19; P.L.133-2009, SEC.39; P.L.119-2015, SEC.16; P.L.93-2015, SEC.2; P.L.149-2016, SEC.68; P.L.118-2017, SEC.20.

IC 23-1-44-9Dissenters' rights of beneficial shareholder

Sec. 9. (a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the shareholder's name only if the shareholder dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf the shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the shareholder dissents and the shareholder's other shares were registered in the names of different shareholders.

(b) A beneficial shareholder may assert dissenters' rights as to shares held on the shareholder's behalf only if:

(1) the beneficial shareholder submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and

(2) the beneficial shareholder does so with respect to all the beneficial shareholder's shares or those shares over which the beneficial shareholder has power to direct the vote.

IC 23-1-44-10Proposed action creating dissenters' rights; notice

Sec. 10. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter.

(b) If corporate action creating dissenters' rights under section 8 of this chapter is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 12 of this chapter.

IC 23-1-44-11Proposed action creating dissenters' rights; assertion of dissenters' rights

Sec. 11. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights:

(1) must deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed action is effectuated; and

(b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for the shareholder's shares under this chapter.

IC 23-1-44-12Dissenters' notice; contents

Sec. 12. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 11 of this chapter.

(b) The dissenters' notice must be sent no later than ten (10) days after approval by the shareholders, or if corporate action is taken without approval by the shareholders, then ten (10) days after the corporate action was taken. The dissenters' notice must:

(1) state where the payment demand must be sent and where and when certificates for certificated shares must be deposited;

(2) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;

(3) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date;

(4) set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty (30) nor more than sixty (60) days after the date the subsection (a) notice is delivered; and

IC 23-1-44-13Demand for payment and deposit of shares by shareholder

Sec. 13. (a) A shareholder sent a dissenters' notice described in IC 23-1-42-11 or in section 12 of this chapter must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenter's notice under section 12(b)(3) of this chapter, and deposit the shareholder's certificates in accordance with the terms of the notice.

(b) The shareholder who demands payment and deposits the shareholder's shares under subsection (a) retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.

(c) A shareholder who does not demand payment or deposit the shareholder's share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for the shareholder's shares under this chapter and is considered, for purposes of this article, to have voted the shareholder's shares in favor of the proposed corporate action.

IC 23-1-44-14Uncertificated shares; restriction on transfer; dissenters' rights

Sec. 14. (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 16 of this chapter.

(b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.

IC 23-1-44-15Payment to dissenter

Sec. 15. (a) Except as provided in section 17 of this chapter, as soon as the proposed corporate action is taken, or, if the transaction did not need shareholder approval and has been completed, upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 13 of this chapter the amount the corporation estimates to be the fair value of the dissenter's shares.

(1) the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;

(2) a statement of the corporation's estimate of the fair value of the shares; and

(3) a statement of the dissenter's right to demand payment under section 18 of this chapter.

IC 23-1-44-16Failure to take action; return of certificates; new action by corporation

Sec. 16. (a) If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

(b) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under section 12 of this chapter and repeat the payment demand procedure.

IC 23-1-44-17Withholding payment by corporation; corporation's estimate of fair value; after-acquired shares

Sec. 17. (a) A corporation may elect to withhold payment required by section 15 of this chapter from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.

(b) To the extent the corporation elects to withhold payment under subsection (a), after taking the proposed corporate action, it shall estimate the fair value of the shares and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares and a statement of the dissenter's right to demand payment under section 18 of this chapter.

IC 23-1-44-18Dissenters' estimate of fair value; demand for payment; waiver

Sec. 18. (a) A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and demand payment of the dissenter's estimate (less any payment under section 15 of this chapter), or reject the corporation's offer under section 17 of this chapter and demand payment of the fair value of the dissenter's shares, if:

(1) the dissenter believes that the amount paid under section 15 of this chapter or offered under section 17 of this chapter is less than the fair value of the dissenter's shares;

(2) the corporation fails to make payment under section 15 of this chapter within sixty (60) days after the date set for demanding payment; or

(3) the corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty (60) days after the date set for demanding payment.

(b) A dissenter waives the right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection (a) within thirty (30) days after the corporation made or offered payment for the dissenter's shares.

IC 23-1-44-19Court proceeding to determine fair value; judicial appraisal

Sec. 19. (a) If a demand for payment under IC 23-1-42-11 or under section 18 of this chapter remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares. If the corporation does not commence the proceeding within the sixty (60) day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

(b) The corporation shall commence the proceeding in the circuit or superior court of the county where a corporation's principal office (or, if none in Indiana, its registered office) is located. If the corporation is a foreign corporation without a registered office in Indiana, it shall commence the proceeding in the county in Indiana where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.

(c) The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

(1) for the amount, if any, by which the court finds the fair value of the dissenter's shares, plus interest, exceeds the amount paid by the corporation; or

(2) for the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under section 17 of this chapter.

IC 23-1-44-20Costs; fees; attorney's fees

Sec. 20. (a) The court in an appraisal proceeding commenced under section 19 of this chapter shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against such parties and in such amounts as the court finds equitable.

(b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of sections 10 through 18 of this chapter; or

(2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.

23-1-45-1Corporation that has not issued shares or commenced business

23-1-45-2Proposal for dissolution; notice; adoption by shareholders

23-1-45-3Filing of articles of dissolution; date of dissolution

23-1-45-5Continuance of corporate existence; winding up affairs; effect of dissolution

23-1-45-7Notice of dissolution; claims against dissolved corporation

IC 23-1-45-1Corporation that has not issued shares or commenced business

Sec. 1. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:

(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(6) that a majority of the incorporators or initial directors authorized the dissolution.

IC 23-1-45-2Proposal for dissolution; notice; adoption by shareholders

Sec. 2. (a) A corporation's board of directors may propose dissolution for submission to the shareholders.

(1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and

(2) the shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).

(e) Unless the articles of incorporation or the board of directors (acting under subsection (c)) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.

(f) After a proposal for dissolution is adopted, the corporation shall give the notices required by IC 6-8.1-10-9 and IC 22-4-32-23.

As added by P.L.149-1986, SEC.29. Amended by P.L.107-1987, SEC.22; P.L.145-1988, SEC.6; P.L.31-1995, SEC.4; P.L.2-2002, SEC.73; P.L.141-2021, SEC.8.

IC 23-1-45-3Filing of articles of dissolution; date of dissolution

Sec. 3. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth the following:

(B) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.

If voting by voting groups is required, the information required by this subdivision shall be separately provided for each voting group entitled to vote separately on the plan to dissolve.

(b) A corporation is dissolved upon the effective date of its articles of dissolution.

IC 23-1-45-4Revocation of dissolution

Sec. 4. (a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;

(5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) if shareholder action was required to revoke the dissolution, the information required by section 3(a)(3) of this chapter.

(d) Unless a delayed effective date is specified, revocation of dissolution is effective when articles of revocation of dissolution are filed.

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.

IC 23-1-45-5Continuance of corporate existence; winding up affairs; effect of dissolution

Sec. 5. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(2) disposing of its properties that will not be distributed in kind to its shareholders;

(4) distributing its remaining property among its shareholders according to their interests; and

(5) doing every other act necessary to wind up and liquidate its business and affairs.

(2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(3) subject its directors or officers to standards of conduct different from those prescribed in IC 23-1-33 through IC 23-1-37;

(B) provisions for selection, resignation, or removal of its directors, or officers, or both; or

(5) prevent commencement of a proceeding by or against the corporation in its corporate name;

(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

IC 23-1-45-6Disposition of known claims; procedure

Sec. 6. (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.

(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:

(1) specify the amount that the dissolved corporation believes will satisfy the claim;

(2) inform the creditor that it has the right to dispute the amount of the claim and describe the procedure for disputing the amount of the claim;

(3) provide a mailing address where a dispute of the amount of the claim may be sent;

(4) state the deadline, which may not be fewer than sixty (60) days after the effective date of the written notice, by which the dissolved corporation must receive the dispute of the amount of the claim; and

(5) state that the claim will be fixed at the amount specified by the dissolved corporation if a dispute of the amount of the claim is not received by the deadline.

(c) If the amount of the claim is disputed, the claimant must notify the dissolved corporation of the dispute by the deadline. If the dissolved corporation rejects the disputed amount, the claimant must commence a proceeding to enforce the claim within ninety (90) days after the effective date of the dissolved corporation's rejection notice.

(2) the claimant who has notified the dissolved corporation of a dispute and has received a rejection notice does not commence a proceeding within ninety (90) days from the effective date of the rejection notice.

(e) Regardless of a dispute in the amount of the claim, the dissolved corporation must tender to the claimant the amount of the claim as set forth by the dissolved corporation in the notice of claim within thirty (30) days after the earliest of the following dates:

(f) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

IC 23-1-45-7Notice of dissolution; claims against dissolved corporation

Sec. 7. (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

(1) be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in Indiana, its registered office) is or was last located;

(2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(3) state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.

(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim within two (2) years after the publication date of the newspaper notice:

(1) A claimant who did not receive written notice under section 6 of this chapter.

(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on.

(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(1) against the dissolved corporation, to the extent of its undistributed assets; or

(2) if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.

IC 23-1-47-1Judicial dissolution; when allowable

(B) the corporation has continued to exceed or abuse the authority conferred upon it by law;

(A) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; or

(B) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired;

(A) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(B) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

IC 23-1-47-2Venue; parties; preservation of corporate assets

Sec. 2. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Marion County. Venue for a proceeding brought by any other party named in section 1 of this chapter lies in the county where a corporation's principal office (or, if none in Indiana, its registered office) is or was last located.

(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

IC 23-1-47-3Receivers and custodians

Sec. 3. (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all its property wherever located.

(b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in Indiana) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and

(B) may sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; and

(2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.

IC 23-1-47-4Decree of dissolution; winding up affairs

Sec. 4. (a) If, after a hearing, the court determines that one (1) or more grounds for judicial dissolution described in section 1 of this chapter exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with IC 6-8.1-10-9 and IC 23-1-45-5 and the notification of claimants in accordance with IC 23-1-45-6 and IC 23-1-45-7.

IC 23-1-48Chapter 48. Deposit of Assets of Dissolved Corporation

IC 23-1-48-1Deposit of assets; payment to claimant

Sec. 1. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state treasurer or other appropriate state official for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay the creditor, claimant, or shareholder or a representative of the creditor, claimant, or shareholder that amount.

23-1-52-3Inspection by agent or attorney; copies; costs; list of shareholders

23-1-52-4Court order for inspection and copying; costs; restrictions

IC 23-1-52-1Required records

Sec. 1. (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) A corporation shall keep a copy of the following records at its principal office:

(1) Its articles or restated articles of incorporation and all amendments to them currently in effect.

(2) Its bylaws or restated bylaws and all amendments to them currently in effect.

(3) Resolutions adopted by its board of directors with respect to one (1) or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding.

(4) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years.

(5) All written communications to shareholders generally within the past three (3) years, including the financial statements furnished for the past three (3) years under IC 23-1-53-1.

(6) A list of the names and business addresses of its current directors and officers.

(7) Its most recent biennial report delivered to the secretary of state under IC 23-1-53-3 (before its repeal) or IC 23-0.5-2-13.

As added by P.L.149-1986, SEC.36. Amended by P.L.119-2015, SEC.23; P.L.118-2017, SEC.25.

IC 23-1-52-2Shareholder's right to inspect and copy records

Sec. 2. (a) Subject to section 3(c) of this chapter, a shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in section 1(e) of this chapter if the shareholder gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy.

(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) and gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy:

(1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a).

(2) the shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and

(d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.

(1) the right of a shareholder to inspect records under IC 23-1-30-1 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

(2) the power of a court, independently of this article, to compel the production of corporate records for examination.

IC 23-1-52-3Inspection by agent or attorney; copies; costs; list of shareholders

Sec. 3. (a) A shareholder's agent or attorney, if authorized in writing, has the same inspection and copying rights as the shareholder represented.

(b) The right to copy records under section 2 of this chapter includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.

(d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under section 2(b)(3) of this chapter by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.

IC 23-1-52-4Court order for inspection and copying; costs; restrictions

Sec. 4. (a) If a corporation does not allow a shareholder who complies with section 2(a) of this chapter to inspect and copy any records required by that subsection to be available for inspection, the circuit or superior court of the county where the corporation's principal office (or, if none in Indiana, its registered office) is located may order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.

(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with sections 2(b) and 2(c) of this chapter may apply to the circuit or superior court in the county where the corporation's principal office (or, if none in Indiana, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it shall impose the restrictions provided by section 5 of this chapter on the use and distribution of the records by the demanding shareholder.

IC 23-1-52-5Use and distribution of information

Sec. 5. (a) The use and distribution of any information acquired from records inspected or copied under the rights granted by this chapter or by IC 23-1-30-1 are restricted solely to the proper purpose described with particularity under section 2(c) of this chapter.

(b) This section applies whether the use and distribution are by the shareholder, the shareholder's agent or attorney, or any person who obtains the information (directly or indirectly) from the shareholder or agent or attorney.

(c) The shareholder, the shareholder's agent or attorney, and any other person who obtains the information shall use reasonable care to ensure that the restrictions imposed by this section are observed.

IC 23-1-53-1Annual financial statements

Sec. 1. (a) On written request of any shareholder, a corporation shall prepare and mail to the shareholder annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year most recently completed, an income statement for that year, and a statement of changes in shareholders' equity for that year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If the annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:

(1) stating the person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

IC 23-1-53-2Repealed

As added by P.L.149-1986, SEC.37. Amended by P.L.107-1987, SEC.27; P.L.145-1988, SEC.8. Repealed by P.L.133-2009, SEC.42.

IC 23-1-53-3Repealed

As added by P.L.149-1986, SEC.37. Amended by P.L.107-1987, SEC.28; P.L.96-1993, SEC.2; P.L.228-1995, SEC.11; P.L.11-1996, SEC.12. Repealed by P.L.118-2017, SEC.26.

IC 23-1-53-4Repealed

IC 23-1-54-1Repealed

IC 23-1-54-2Preemptive rights in existence under prior law

Sec. 2. Shareholders' preemptive rights in existence on July 31, 1987 (or on the date specified by a resolution of the board of directors of a corporation adopted under IC 23-1-17-3(b)), under prior law continue in effect as created under prior law. However, if the corporation's articles of incorporation are amended under this article with respect to preemptive rights, then all shareholders' preemptive rights are subject to this article after the amendment is effective.

IC 23-1-54-3Indiana business law survey commission

Sec. 3. (a) The Indiana business law survey commission is established for the purpose of considering recommendations to the general assembly, from time to time, concerning amendments to this article, IC 23-17, or any other corporation, limited liability company, or partnership laws, or new or additional legislation affecting corporations, limited liability companies, partnerships, or other business entities (domestic or foreign) authorized to do business or doing business in Indiana.

(b) The commission consists of fourteen (14) members, appointed by the governor, who shall serve without compensation and without reimbursement for expenses. The secretary of state also shall serve as an ex officio member.

As added by P.L.145-1988, SEC.9. Amended by P.L.226-1989, SEC.3; P.L.179-1991, SEC.26; P.L.8-1993, SEC.306; P.L.130-2006, SEC.20.

IC 23-1-55Chapter 55. Intention to Sell Sexually Explicit Materials

23-1-55-2Registration of the intent to offer for sale or to sell sexually explicit materials

IC 23-1-55-1Application

Sec. 1. This chapter does not apply to a person who sells sexually explicit materials on June 30, 2008, unless the person changes the person's business location after June 30, 2008.

IC 23-1-55-2Registration of the intent to offer for sale or to sell sexually explicit materials

Sec. 2. A person (as defined in IC 35-31.5-2-234) that intends to offer for sale or sell sexually explicit materials shall register with the secretary of state the intent to offer for sale or sell sexually explicit materials and provide a statement detailing the types of materials that the person intends to offer for sale or sell.

IC 23-1-55-3Notification of registration to local officials

Sec. 3. (a) As used in this section, "local officials of the county" refer to all of the following:

(2) If a person described in section 2 of this chapter intends to locate in a municipality, the executive of the municipality.

(b) After receiving a registration described in section 2 of this chapter, the secretary of state shall notify the local officials of the county in which a person described in section 2 of this chapter intends to offer for sale or sell sexually explicit materials of the registration filed under section 2 of this chapter.

23-1.3-1-5Articles of incorporation and bylaws consistent with this article

IC 23-1.3-1-1Application of article

IC 23-1.3-1-2Applicability of other laws

Sec. 2. This article does not of itself create an implication that a contrary or different rule of law is applicable to a corporation that is not a benefit corporation.

IC 23-1.3-1-3Effect of article

Sec. 3. This article does not affect a statute or rule of law that is applicable to a corporation that is not a benefit corporation.

IC 23-1.3-1-4Corporation law applicable

Sec. 4. Except as otherwise provided in this article, IC 23-1 is generally applicable to all benefit corporations.

IC 23-1.3-1-5Articles of incorporation and bylaws consistent with this article

Sec. 5. The articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede this article.

IC 23-1.3-2-1Application of corporation law definitions

IC 23-1.3-2-2Application of definitions

IC 23-1.3-2-3"Benefit corporation"

Sec. 3. "Benefit corporation" means a corporation to which both the following apply:

(2) The status of the corporation as a benefit corporation has not been terminated.

IC 23-1.3-2-4"Benefit director"

Sec. 4. "Benefit director" refers to an individual designated as the benefit director of a benefit corporation under IC 23-1.3-6.

IC 23-1.3-2-5"Benefit enforcement proceeding"

Sec. 5. "Benefit enforcement proceeding" means any claim, action, or proceeding for:

(B) a specific public benefit if the benefit corporation identified a specific public benefit purpose in its articles of incorporation; or

(2) a violation of any obligation, duty, or standard of conduct under this article.

IC 23-1.3-2-6"Benefit officer"

Sec. 6. "Benefit officer" means an individual designated as the benefit officer of a benefit corporation under IC 23-1.3-8.

IC 23-1.3-2-7"General public benefit"

Sec. 7. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third party standard, from the business and operations of a benefit corporation.

IC 23-1.3-2-8"Independent"

Sec. 8. "Independent" means a person that has no material relationship with a benefit corporation or a subsidiary of the benefit corporation.

IC 23-1.3-2-9"Minimum status vote"

(1) For a corporation, in addition to any other required approval or vote, a vote in which:

(A) the shareholders of every class or series of shares are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series; and

(B) the corporate action is approved by vote of the shareholders of each class or series of shares entitled to cast at least ninety percent (90%) of the votes that all shareholders of the class or series are entitled to cast on the action.

(2) For a domestic business entity other than a corporation, in addition to any other required approval, vote, or consent, a vote in which:

(A) the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity are entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series; and

(B) the action is approved by vote or consent of the holders described in clause (A) entitled to cast at least ninety percent (90%) of the votes or consents that all of the holders are entitled to cast on the action.

IC 23-1.3-2-10"Specific public benefit"

(1) one (1) or more public welfare, religious, charitable, scientific, literary, or educational purposes; or

(2) other purposes or benefits beyond the strict interests of the shareholders of the benefit corporation.

(1) Providing low income or underserved individuals or communities with beneficial products or services.

(2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business.

(6) Increasing the flow of capital to entities with a purpose to benefit society or the environment.

IC 23-1.3-2-11"Subsidiary"

Sec. 11. "Subsidiary" means, in relation to a person, a business entity in which the person owns at least fifty percent (50%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.

IC 23-1.3-2-12"Third party standard"

Sec. 12. "Third party standard" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is:

(1) comprehensive because it assesses the effect of the benefit corporation and the benefit corporation's operations upon the interests listed in IC 23-1.3-5-1(1)(B) through IC 23-1.3-5-1(1)(E);

(A) has access to necessary expertise to assess overall corporate social and environmental performance;

(B) uses a balanced multistakeholder approach to develop the standard, including a reasonable public comment period;

(C) was not materially financed by any of the following organizations and not more than one-third (1/3) of the members of the governing body of the entity are representatives of:

(i) associations or businesses operating in the same industry, the performance of whose members is measured by the standard; or

(ii) businesses from the same industry or an association of businesses in that industry; and

(A) The criteria considered when measuring the overall social and environmental performance of a business.

(C) The identity of the directors, officers, material owners, and governing body of the entity that developed and controls revisions to the standard.

(D) The process by which revisions to the standard and changes to the membership of the governing body are made.

(E) An accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.

23-1.3-3-2Election of benefit corporation status by existing corporation; amending articles of incorporation; minimum status vote

23-1.3-3-3Plan of merger, consolidation, conversion, or share exchange; minimum status vote

23-1.3-3-5Plan of merger, consolidation, conversion, or share affecting status; minimum status vote

23-1.3-3-6Requirements for sale, lease, exchange, or other disposition of assets

IC 23-1.3-3-1Incorporation as benefit corporation

Sec. 1. A benefit corporation shall be incorporated in accordance with IC 23-1-21, except that its articles of incorporation must state that it is a benefit corporation.

IC 23-1.3-3-2Election of benefit corporation status by existing corporation; amending articles of incorporation; minimum status vote

Sec. 2. (a) Subject to subsection (b), an existing corporation may become a benefit corporation under this article by amending its articles of incorporation to contain, in addition to any content requirements for articles of incorporation under IC 23-1, the following:

(2) A statement reading "By enacting this article, the State of Indiana does not endorse any particular benefit corporation, or approve or disapprove any of the purposes of a benefit corporation or any claimed general public benefit or specific public benefit, and no inference should be drawn from the acceptance of any filings with respect to a benefit corporation under IC 23-1.3, that the benefit corporation has or will in fact provide any general public benefit or specific public benefit.

(b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by at least a minimum status vote.

IC 23-1.3-3-3Plan of merger, consolidation, conversion, or share exchange; minimum status vote

Sec. 3. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40.

(2) the surviving entity in the merger, consolidation, conversion, or share exchange is to be a benefit corporation;

the plan of merger, consolidation, conversion, or share exchange must be adopted by the domestic entity by at least the minimum status vote.

IC 23-1.3-3-4Terminating status; minimum status vote

Sec. 4. (a) Subject to subsection (b), a benefit corporation may terminate its status as a benefit corporation and cease to be subject to this article by amending its articles of incorporation to delete the statement in its articles of incorporation required under sections 1 and 2 of this chapter.

(b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by at least a minimum status vote.

IC 23-1.3-3-5Plan of merger, consolidation, conversion, or share affecting status; minimum status vote

Sec. 5. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40.

(b) If a plan of merger, consolidation, conversion, or share exchange would have the effect of terminating the status of a corporation as a benefit corporation, the plan must be adopted by at least a minimum status vote in order to be effective.

IC 23-1.3-3-6Requirements for sale, lease, exchange, or other disposition of assets

Sec. 6. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation is not effective unless one (1) or more of the following apply:

23-1.3-4-4Amending articles of incorporation; specific public benefit

IC 23-1.3-4-1General public benefit purpose

Sec. 1. A benefit corporation shall have a purpose of creating general public benefit. The purpose under this section is in addition to a benefit corporation's purpose under IC 23-1-21-2.

IC 23-1.3-4-2Specific public benefit purpose

Sec. 2. (a) A benefit corporation may identify in its articles of incorporation one (1) or more specific public benefits that it is the purpose of the benefit corporation to create in addition to the benefit corporation's purposes under IC 23-1-21-2 and section 1 of this chapter.

(b) The identification of a specific public benefit under subsection (a) does not limit the purpose of a benefit corporation to create general public benefit under section 1 of this chapter.

IC 23-1.3-4-3Effect of public benefit purposes

Sec. 3. The creation of general public benefit and a specific public benefit under sections 1 and 2 of this chapter is in the best interests of a benefit corporation.

IC 23-1.3-4-4Amending articles of incorporation; specific public benefit

Sec. 4. (a) Subject to subsection (b), a benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit described in section 2 of this chapter.

(b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by a vote of the shareholders of each class or series of shares entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the amendment.

IC 23-1.3-4-5Professional corporations

Sec. 5. A professional corporation that is a benefit corporation does not violate IC 23-1.5-2-3 by having the purpose to create general public benefit or a specific public benefit.

23-1.3-5-2Consideration of interests consistent with other laws

IC 23-1.3-5-1Consideration of interests

Sec. 1. The following apply to the board of directors, committees of the board of directors, and individual directors of a benefit corporation in discharging the duties of their respective positions and in considering the best interests of the benefit corporation:

(1) The board of directors, committees of the board of directors, and individual directors shall consider the effects of any action or inaction upon all the following:

(C) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation.

(D) Community and societal factors, including the factors of each community in which:

(F) The short term and long term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long term plans and the possibility that the interests may be best served by the continued independence of the benefit corporation.

(G) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.

(2) The board of directors, committees of the board of directors, and individual directors may consider other pertinent factors or the interests of any other group that the board of directors, committees of the board of directors, or individual directors consider appropriate.

(3) The board of directors, committees of the board of directors, and individual directors are not required to give priority to a particular interest or factor listed in subdivision (1) or (2) over any other interest or factor unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests or factors related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles of incorporation.

IC 23-1.3-5-2Consideration of interests consistent with other laws

Sec. 2. The consideration of interests and factors provided in section 1 of this chapter:

(2) is in addition to the ability of directors to consider interests and factors under IC 23-1-35-1.

IC 23-1.3-5-3Immune from personal liability

Sec. 3. Except as otherwise provided in the bylaws of a benefit corporation, a director is not personally liable for monetary damages for:

(1) any action or inaction in the course of performing the duties of a director under section 1 of this chapter if the director performed the duties in compliance with IC 23-1-35 and this chapter; or

(2) the failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.

IC 23-1.3-5-4No duty to beneficiary

Sec. 4. A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

23-1.3-6-2Elect; independent; presumed not independent; additional qualification requirements

23-1.3-6-7Powers and duties exercised by persons other than directors

IC 23-1.3-6-1Benefit director

Sec. 1. The board of directors of a benefit corporation must include a director who:

(2) has, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this chapter.

IC 23-1.3-6-2Elect; independent; presumed not independent; additional qualification requirements

Sec. 2. (a) A benefit director shall be elected, and may be removed, in the manner provided under IC 23-1-33.

(b) Except as provided in section 6 or 7 of this chapter, a benefit director shall be an individual who is independent. An individual is conclusively presumed not independent under this subsection if any of the following apply:

an employee, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation.

an executive officer, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation.

(3) There is ownership of at least five percent (5%) of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by:

(ii) in which the individual owns at least five percent (5%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the business entity had been exercised.

(c) An individual serving as a benefit director or benefit officer does not in itself make the individual not independent.

(d) A benefit director may serve as the benefit officer at the same time as serving as the benefit director.

(e) A benefit corporation may prescribe in its articles of incorporation or bylaws additional qualification requirements for the benefit director if the additional qualification requirements are not inconsistent with this section.

Sec. 3. A benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required under IC 23-1.3-10, a report of the benefit director on all the following:

(1) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the annual benefit report.

(3) If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in subdivision (1) or (2), a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.

IC 23-1.3-6-4Status of actions

Sec. 4. The act or inaction of an individual in the individual's capacity as a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.

IC 23-1.3-6-5Immune from personal liability

Sec. 5. Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by IC 23-1-37, a benefit director is not personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing (other than a conflict of interest transaction described in IC 23-1-35-2(a)), willful misconduct, recklessness, or a knowing violation of law.

IC 23-1.3-6-6Benefit directors of professional corporations

Sec. 6. The benefit director of a professional corporation is not required to be independent.

IC 23-1.3-6-7Powers and duties exercised by persons other than directors

Sec. 7. (a) The articles of incorporation or bylaws of a benefit corporation must provide that the persons or shareholders who perform the duties of the board of directors include a person with the powers, duties, rights, and immunities of a benefit director if the articles of incorporation of the benefit corporation provide that the powers and duties conferred or imposed upon the board of directors shall be exercised or performed by a person other than the directors under IC 23-1-33-1(c).

(b) A person that exercises one (1) or more of the powers, duties, or rights of a benefit director under this section:

(3) may share the powers, duties, and rights of a benefit director with one (1) or more persons.

23-1.3-7-2Consideration of interests and factors consistent with duties

IC 23-1.3-7-1Consideration of interests and factors

Sec. 1. Each officer of a benefit corporation shall consider the interests and factors of the persons listed in IC 23-1.3-5-1 in the manner provided under IC 23-1.3-5-1 if:

(2) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.

IC 23-1.3-7-2Consideration of interests and factors consistent with duties

Sec. 2. The consideration of interests and factors in the manner described in section 1 of this chapter does not constitute a violation of any duties of an officer.

IC 23-1.3-7-3Immune from personal liability

Sec. 3. Except as provided in the bylaws of the benefit corporation, an officer is not personally liable for monetary damages for:

(1) an action or inaction as an officer in the course of performing the duties of an officer under section 1 of this chapter if the officer performed the duties of the position in compliance with IC 23-1 and this chapter; or

(2) failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.

IC 23-1.3-7-4No duty to beneficiary

Sec. 4. An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

IC 23-1.3-8-1Benefit officer

Sec. 1. A benefit corporation may have an officer designated as the benefit officer.

IC 23-1.3-8-2Powers and duties

(1) the powers and duties relating to the purpose of the benefit corporation to create general public benefit or a specific public benefit provided:

(B) absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and

23-1.3-9-2Immune from liability for failure to pursue or create general or specific public benefit

IC 23-1.3-9-1Limit on actions

Sec. 1. A person may not, except in a benefit enforcement proceeding, bring an action or assert a claim against a benefit corporation or its directors or officers with respect to either of the following:

(B) a specific public benefit identified in the benefit corporation's articles of incorporation.

(2) A violation of an obligation, duty, or standard of conduct under this article.

IC 23-1.3-9-2Immune from liability for failure to pursue or create general or specific public benefit

Sec. 2. A benefit corporation is not liable for monetary damages under this article for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.

IC 23-1.3-9-3Benefit enforcement proceeding

(A) a person or group of persons that owned at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;

(C) a person or group of persons that owned at least five percent (5%) of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or

(D) other persons as specified in the benefit corporation's articles of incorporation or bylaws.

IC 23-1.3-10-1Content

Sec. 1. A benefit corporation shall prepare an annual benefit report that includes all the following:

(A) the ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;

(i) ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to create; and

(C) any circumstances that have hindered the creation by the benefit corporation of general public benefit or a specific public benefit; and

(D) the process and rationale for selecting or changing the third party standard used to prepare the benefit report.

(2) An assessment of the overall social and environmental performance of the benefit corporation against a third party standard:

(A) applied consistently with any application of that standard in prior benefit reports; or

(ii) the change to that standard from the standard used in the immediate prior report.

(3) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed.

(4) The compensation paid by the benefit corporation during the year to each director in the capacity of a director.

(6) A statement regarding any connection between the organization that established the third party standard, or its directors, officers, or any holder of at least five percent (5%) of the governance interests in the organization, and the benefit corporation or its directors, officers, or any holder of at least five percent (5%) of the outstanding shares of the benefit corporation, including any financial or governance relationship that might materially affect the credibility of the use of the third party standard.

IC 23-1.3-10-2Written correspondence by benefit director

(A) resigned from or refused to stand for reelection to the position of benefit director; or

(2) the benefit director furnished the benefit corporation with any written correspondence concerning the circumstances surrounding the resignation, refusal, or removal;

the benefit report must include the correspondence described in subdivision (2) as an exhibit.

IC 23-1.3-10-3Audit or certification not required

Sec. 3. The following are not required to be audited or certified by a third party:

(2) The assessment of the performance of the benefit corporation in the benefit report described in section 1(2) of this chapter.

IC 23-1.3-10-4Send to shareholders

Sec. 4. A benefit corporation shall send its annual benefit report to each shareholder on the earlier of:

(1) one hundred twenty (120) days following the end of the fiscal year of the benefit corporation; or

(2) the same date that the benefit corporation delivers any other annual report to its shareholders.

IC 23-1.3-10-5Post on Internet web site

Sec. 5. If a benefit corporation has an Internet web site, a benefit corporation shall post all of its benefit reports on the public part of its Internet web site. However, the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports posted on the Internet web site.

IC 23-1.3-10-6Delivery to secretary of state for filing

Sec. 6. (a) The benefit corporation shall deliver, concurrently with the delivery of the benefit report to shareholders under section 4 of this chapter, a copy of the benefit report to the secretary of state for filing. However, the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the benefit report as delivered to the secretary of state.

(b) The fee established in IC 23-0.5-9-6 applies to an annual benefit report delivered for filing under this section.

As added by P.L.93-2015, SEC.3. Amended by P.L.149-2016, SEC.69; P.L.118-2017, SEC.28.

IC 23-1.5-1-1Application of definitions

IC 23-1.5-1-2"Accounting professional"

IC 23-1.5-1-3"Architectural or engineering professional"

Sec. 3. "Architectural or engineering professional" means an individual who is registered as:

As added by P.L.239-1983, SEC.1. Amended by P.L.23-1991, SEC.5; P.L.57-2013, SEC.22.

IC 23-1.5-1-4"Attorney"

Sec. 4. "Attorney" means an individual in good standing admitted to the practice of law in Indiana.

IC 23-1.5-1-5"Bureau"

As added by P.L.239-1983, SEC.1. Amended by P.L.132-1984, SEC.1; P.L.169-1985, SEC.19; P.L.229-1995, SEC.1; P.L.1-2006, SEC.406.

IC 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.

IC 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.

IC 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.

IC 23-1.5-1-7"Foreign professional corporation"

Sec. 7. "Foreign professional corporation" means a corporation for profit organized for the purpose of rendering professional services under the law of another state or country.

IC 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.

IC 23-1.5-1-9"Licensing authority"

(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.

(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.

(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.

IC 23-1.5-1-10"Professional corporation"

IC 23-1.5-1-11"Professional service"

Sec. 11. "Professional service" means any type of service that may be legally performed only by:

IC 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.

IC 23-1.5-1-13"Qualified trust"

(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.

(ii) has exclusive authority over the shares of the professional corporation while the shares are held in the trust.

(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:

As added by P.L.239-1983, SEC.1. Amended by P.L.149-1986, SEC.46; P.L.172-1996, SEC.4.

IC 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.

IC 23-1.5-1-14"Veterinarian"

Sec. 14. "Veterinarian" means an individual admitted to practice veterinary medicine under IC 25-38.1-3.

23-1.5-2-3Formation of professional corporations; authorization of investments; admission of foreign professional corporations

23-1.5-2-6Liability of corporation, shareholders, and persons rendering professional services

23-1.5-2-7Relationship of patient or client to corporation or person performing professional services; privileged communications

23-1.5-2-9.1Certificate of incorporation; requirements; issuance

IC 23-1.5-2-1Application 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.

IC 23-1.5-2-2Performance 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.

IC 23-1.5-2-3Formation 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:

(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.

IC 23-1.5-2-4Qualifications 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.

IC 23-1.5-2-5Persons 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.

IC 23-1.5-2-6Liability 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.

IC 23-1.5-2-7Relationship 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.

IC 23-1.5-2-8Repealed

IC 23-1.5-2-9Repealed

IC 23-1.5-2-9.1Certificate 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:

(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.

IC 23-1.5-2-10Repealed

As added by P.L.239-1983, SEC.1. Amended by P.L.152-1988, SEC.4. Repealed by P.L.78-2017, SEC.2.

IC 23-1.5-2-11Repealed

IC 23-1.5-2-11.1Biennial report

Sec. 11.1. A professional corporation must file a biennial report under IC 23-0.5-2-13.

23-1.5-3-2Authority to purchase shares from disqualified persons

23-1.5-3-3Transfer or purchase of shares from disqualified persons; procedure

23-1.5-3-5Powers of administrator, executor, guardian, and others of estate of shareholder who holds all outstanding shares

IC 23-1.5-3-1Shares; 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

(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:

(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:

(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.

IC 23-1.5-3-2Authority 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.

IC 23-1.5-3-3Transfer or purchase of shares from disqualified persons; procedure

(3) a charitable remainder unitrust or charitable remainder annuity trust that holds shares of a professional corporation becomes a disqualified person; or

(4) shares of a professional corporation are transferred by operation of law or court decree to a disqualified person;

the shares of the deceased shareholder or disqualified person may be transferred to a qualified person. If the shares are not so transferred, the shares shall be purchased or redeemed by the corporation to the extent of funds that may legally be made available for the purchase, as provided in section 2 of this chapter.

(b) Within five (5) months after such death or thirty (30) days after such a disqualification or transfer, if the price and method of payment for such shares is not fixed or ascertainable by the articles of incorporation or bylaws of the corporation or by private agreement, the corporation shall make a written offer to pay for the shares at a specified price determined by the corporation to be the fair value of the shares as of the date of the death, disqualification, or transfer. The offer:

(1) shall be given to the disqualified person, which, in the case of a deceased shareholder, is the executor, administrator, or heirs at law if there is no executor or administrator; and

(A) a balance sheet of the corporation, as of the latest available date and not more than twelve (12) months before the making of the offer; and

(B) an income statement of the corporation for the twelve (12) month period ending on the date of the balance sheet.

(c) If the fair value of the shares is agreed upon between the disqualified person and the corporation within thirty (30) days after the date of the written offer from the corporation, payment for the shares shall be made upon surrender of the certificate or certificates representing the shares:

Upon payment of the agreed value, the disqualified person ceases to have any interest in the shares.

(d) If the disqualified person and the corporation do not agree on the fair value of the shares within thirty (30) days after the corporation's written offer, the following procedures apply:

(1) The disqualified person may make written demand within sixty (60) days after the date of the corporation's written offer that the corporation file a petition in the circuit or superior court in the county where the principal office of the corporation is located, requesting that the fair value of the shares be determined. The corporation shall file a petition under this subdivision within thirty (30) days after receipt of written demand from the disqualified person. If the corporation fails to institute the proceeding as required by this subdivision, the disqualified person may do so within sixty (60) days after delivery of the written demand to the corporation.

(2) If the corporation so elects at any time within sixty (60) days after the date of the corporation's written offer, it may file a petition for the determination of the fair value of the shares in the circuit or superior court in the county where the principal office of the corporation is located.

(3) The disqualified person shall be made a party to any proceeding under this subsection.

(4) All proceedings instituted under this subsection shall be governed by the Indiana rules of trial procedure.

(5) In a proceeding under this subsection, the court may appoint one (1) or more persons as appraisers to receive evidence and make a recommendation to the court on the question of the fair value of the shares. The appraisers have such authority as shall be specified in the appointment order of the court.

(e) In a proceeding under subsection (d), the disqualified person is entitled to judgment against the corporation for the amount of the fair value of his shares as of the date of death, disqualification, or transfer, upon surrender to the corporation of the certificate or certificates representing the shares. The court may order that the judgment be paid by the corporation in such installments as the court determines to be fair and just. The judgment may include an allowance for interest, not to exceed the legal rate of interest for judgments specified in IC 24-4.6-1-101, from the date of death, disqualification, or transfer.

(f) Except as provided in this subsection, the costs and expenses of any proceeding under subsection (d) shall be determined by the court and shall be assessed against the corporation. If the fair value of the shares as determined by the court does not exceed the amount specified in the last written offer made by the corporation, the court may assess all or any part of the costs and expenses of the proceeding against the disqualified person. For purposes of this subsection, expenses include:

(g) If a purchase, redemption, or transfer of the shares of a deceased or disqualified shareholder or of a transferee who is a disqualified person is not completed within ten (10) months after the death of the deceased shareholder or within five (5) months after the disqualification or transfer, the corporation shall immediately cancel the shares on its books, and the disqualified person as of the date of cancellation has no further interest as a shareholder in the corporation other than his right to payment for such shares under this section. A corporation may not cancel its shares if a petition for a determination of fair value has been filed under this section in a circuit or superior court.

(2) in payment of a judgment entered for the payment of those shares, as provided in this section;

may be held and disposed of by the corporation as in the case of other treasury shares.

(i) Any provision regarding purchase, redemption, or transfer of shares of a professional corporation contained in the articles of incorporation, bylaws, or any private agreement is specifically enforceable in the courts of this state.

(j) This section does not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former shareholder as otherwise permitted by law.

IC 23-1.5-3-4Proxies; 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.

IC 23-1.5-3-5Powers 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:

for the purposes of amending the articles of incorporation as provided in IC 23-1.5-4-2 or dissolving the corporation.

IC 23-1.5-3-6Repealed

As added by P.L.239-1983, SEC.1. Amended by P.L.34-1997, SEC.6. Repealed by P.L.78-2017, SEC.3.

IC 23-1.5-3-6.1Professional corporation; notice of changes

Sec. 6.1. (a) A professional corporation shall notify the secretary of state of a change:

(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.

23-1.5-4-5Articles of acceptance; approval by board of directors and members; presentation to secretary of state

23-1.5-4-6Articles of acceptance; approval by secretary of state

IC 23-1.5-4-1Merger 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.

IC 23-1.5-4-2Cessation 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

(b) The corporation may then continue in existence as a corporation under IC 23-1 and is no longer subject to this article.

IC 23-1.5-4-3Involuntary 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.

IC 23-1.5-4-4Right 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.

IC 23-1.5-4-5Articles 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:

(2) The location of its principal office and the name and address of its resident agent.

(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.

(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.

IC 23-1.5-4-6Articles 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:

(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.

IC 23-1.5-4-7Certificate 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.

23-1.5-5-1Foreign professional corporation; compliance with state law

IC 23-1.5-5-1Foreign professional corporation; compliance with state law

Sec. 1. (a) A foreign professional corporation desiring to be admitted to render professional services in Indiana must:

(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.

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.

IC 23-1.5-5-2Revocation 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:

As added by P.L.239-1983, SEC.1. Amended by P.L.34-1987, SEC.279; P.L.118-2017, SEC.32.

23-2-2.5-0.5Consideration of franchisor as employer or co-employer

23-2-2.5-3Exempt franchisors; number of Indiana franchises; net worth; business experience; disclosures to franchisees

23-2-2.5-7Notice of denial or revocation of exemptions; hearing

23-2-2.5-8Determination of exemption; request; fee; notice; hearing; order

23-2-2.5-9Offer or sale of franchise; requisites; disclosure statement

23-2-2.5-12Escrow or impoundment of franchise fees; inadequate funding

23-2-2.5-13.1Material change in information; amended disclosure statement required

23-2-2.5-23Registration or filing not considered finding upon merits

23-2-2.5-24Consent to service of process on secretary of state

23-2-2.5-26Advertisements containing false statements; notification; hearing

23-2-2.5-28Violations; judgment; damages; interest; attorney's fees

23-2-2.5-29Aiders and abettors in violations; joint and several liability

23-2-2.5-33Investigations; proceedings; powers; self-incrimination

23-2-2.5-34Violations; orders and notices; hearing; costs; civil penalties; enforcement action

23-2-2.5-35Offer of franchise exempt from registration without compliance with IC 23-2-2.5-3 and IC 23-2-2.5-27; cease and desist order; hearing

23-2-2.5-38Conduct equivalent to appointment of secretary of state for service of process

23-2-2.5-41Statements and documents filed with secretary of state as evidence

23-2-2.5-43Fees and funds; accounting; fees for registration and renewal

23-2-2.5-48Public records; inspection; disclosure or use of information restricted; copies; destruction

23-2-2.5-51Service stations; succession to ownership by family member of deceased franchisee

IC 23-2-2.5-0.5Consideration 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).

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.

IC 23-2-2.5-1Definitions

(1) a franchisee is granted the right to engage in the business of dispensing goods or services, under a marketing plan or system prescribed in substantial part by a franchisor;

(2) the operation of the franchisee's business pursuant to such a plan is substantially associated with the franchisor's trademark, service mark, trade name, logotype, advertising, or other commercial symbol designating the franchisor or its affiliate; and

(3) the person granted the right to engage in this business is required to pay a franchise fee.

"Franchise" includes a contract whereby the franchisee is granted the right to sell franchises on behalf of the franchisor. The term as defined in subdivisions (1), (2), and (3) does not include a contract where the franchisee, or any of its officers or directors at the time the contract is signed, has been in the type of business represented by the franchise or a similar business for at least two (2) years, and the parties to the contract anticipated, or should have anticipated, at the time the contract was entered into that the franchisee's gross sales derived from the franchised business during the first year of operations would not exceed twenty percent (20%) of the gross sales of all the franchisee's business operations.

(d) "Sale" or "sell" includes every contract or agreement of sale of, contract to sell, or disposition of, a franchise or interest in a franchise for value.

(e) "State" includes a territory or possession of the United States, the District of Columbia, and Puerto Rico.

(f) "Fraud" and "deceit" includes any misrepresentation in any manner of a material fact, any promise or representation or prediction as to the future not made honestly or in good faith, or the failure or omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading.

(g) "Offer" or "offer to sell" does not include the renewal or extension of an existing franchise where there is no interruption in the operation of the franchised business by the franchisee.

(h) "Publish" means to issue or circulate by newspaper, mail, radio, or television, or otherwise disseminate to the public.

(i) "Franchise fee" means any fee that a franchisee is required to pay directly or indirectly for the right to conduct a business to sell, resell, or distribute goods, services, or franchises under a contract agreement, including, but not limited to, any such payment for goods or services. "Franchise fee" does not include:

(1) the payment of a reasonable service charge to the issuer of a credit card by an establishment accepting or honoring the credit card;

(2) amounts paid to a trading stamp company by a person issuing trading stamps in connection with the retail sale of goods or services; or

(j) "Disclosure statement" means the document provided for in section 13 of this chapter and all amendments to such document.

(k) "Write" or "written" includes printed, lithographed, or produced by any other means of graphic communication.

(l) "Advertisement" means any published communication which offers any franchise for sale.

(m) "Affiliate" means any person who, directly or indirectly through one (1) or more intermediaries, controls, is controlled by, or is under common control with, the person to whom affiliation is attributed.

(n) "Commissioner" means the Indiana securities commissioner under IC 23-19-6-1(a).

(o) "Service station franchisee" means a person who is granted by an oil company, refiner, jobber, or other franchisor a supply franchise agreement or a lease franchise agreement, or both, to sell gasoline at retail by a metered pump in Indiana.

(p) "Designated family member" means any person named in a franchise agreement by a service station franchisee as the person entitled to fulfill the terms of the agreement on behalf of the franchisee if the franchisee dies before the term of the franchise has ended. Only the following are eligible to be named as designated family members:

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.241-1983, SEC.1; P.L.206-1993, SEC.1; P.L.27-2007, SEC.10.

IC 23-2-2.5-2Application of chapter

(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.

IC 23-2-2.5-3Exempt franchisors; number of Indiana franchises; net worth; business experience; disclosures to franchisees

Sec. 3. Sections 9 through 24 of this chapter do not apply to the offer or sale of a franchise if the franchisor either sells no more than one (1) franchise in Indiana in any twenty-four (24) month period or the franchisor:

(A) on a consolidated basis according to current financial statements certified by independent certified public accountants, of not less than five million dollars ($5,000,000); or

(B) according to current financial statements certified by independent certified public accountants of not less than one million dollars ($1,000,000) and is at least eighty percent (80%) owned by a corporation which has a net worth on a consolidated basis, according to current financial statements certified by independent certified public accountants, of not less than five million dollars ($5,000,000);

(A) had at least twenty-five (25) franchisees conducting business at all times during the five (5) year period immediately preceding the offer or sale; or

(B) conducted the business which is the subject of the franchise continuously for not less than five (5) years preceding the offer or sale;

or if any corporation which owns at least eighty percent (80%) of the franchisor has had at least twenty-five (25) franchisees conducting business at all times during the five (5) year period immediately preceding the offer or sale, or such corporation has conducted the business which is the subject of the franchise continuously for not less than five (5) years preceding the offer or sale; and

(3) discloses in writing to each prospective franchisee, at least ten (10) days prior to the execution by the prospective franchisee of a binding franchise or other agreement, or at least ten (10) days prior to the receipt of any consideration, whichever first occurs, the following information:

(A) The name of the franchisor, the name under which the franchisor is doing or intends to do business, and the name of any affiliate that will engage in business transactions with franchisees.

(B) The franchisor's principal business address and the name and address of its agent in Indiana authorized to receive service of process.

(D) The business experience of the franchisor, including the length of time the franchisor:

(F) A statement of the franchise fee charged, the proposed application of the proceeds of such fee by the franchisor, and the formula by which the amount of the fee is determined if the fee is not the same in all cases.

(G) A statement describing any payments other than franchise fees that the franchisee is required to pay to the franchisor or affiliated persons, including royalties or payments which the franchisor or affiliated persons collect in whole or in part on behalf of a third party or parties.

(H) A statement of the conditions under which the franchise may be terminated, renewal refused, or repurchased.

(I) A statement as to whether the franchisee is required to purchase from the franchisor or affiliates or their designee services, supplies, products, fixtures, or other goods relating to the establishment or operation of the franchised business, together with a description thereof.

(J) A statement as to whether the franchisee is limited in the goods or services offered by the franchisee to the franchisee's customers.

(L) A statement of any past or present practice or of any intent of the franchisor to transfer to a third party any note, contract, or other obligation of the franchisee in whole or in part.

(M) If any financial statement concerning estimated profits or earnings is used, the data upon which the estimate is based.

(N) A statement as to whether the franchisee will receive an exclusive area or territory.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.233-1985, SEC.1; P.L.152-2020, SEC.1.

IC 23-2-2.5-4Exempt 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.

IC 23-2-2.5-5Sales 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.

IC 23-2-2.5-6Denial 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.

IC 23-2-2.5-7Notice 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:

(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.

IC 23-2-2.5-8Determination 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.

(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.

IC 23-2-2.5-9Offer or sale of franchise; requisites; disclosure statement

(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.

IC 23-2-2.5-10Repealed

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.

IC 23-2-2.5-10.5Registration 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) 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.

(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.

IC 23-2-2.5-11Signatures and verifications

Sec. 11. Registration notification forms, registration renewal forms, and amendments thereto, shall be signed and verified by the franchisor.

IC 23-2-2.5-12Escrow or impoundment of franchise fees; inadequate funding

(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.

IC 23-2-2.5-13Disclosure 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.

IC 23-2-2.5-13.1Material 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:

(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.

(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.

(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.

(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;

(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.

IC 23-2-2.5-14Stop orders; descriptions of charges

Sec. 14. (a) The commissioner may, without a hearing, issue a stop order denying the effectiveness of or suspending or revoking the effectiveness of a registration if the commissioner finds that the issuance of the order is in the public interest and also finds that:

(1) there has been a failure to comply with this chapter or the rules or orders of the commissioner pertaining to this chapter;

(2) the offer or sale of the franchise would constitute misrepresentation to, or deceit or fraud on, the purchasers or offerees;

(3) the franchisor has failed to comply with any rule promulgated or order issued pursuant to section 12 of this chapter; or

(4) the franchisor, or the franchisor's predecessor, or any of the franchisor's directors, trustees, general partners, chief executives, financial officers, accounting officers, franchise sales officers, or other principal officers, or, if the franchisor is a limited liability company, any member or manager of the franchisor:

(A) during the ten (10) year period immediately preceding the date of registration, has:

if the felony or civil action involved fraud, embezzlement, misappropriation of property, or the violation of any state or federal statute involving the offer or sale of securities or franchises;

(B) is subject to any currently effective order affecting the franchise resulting from a proceeding or pending action brought by any individual or public agency or department;

(D) during the ten (10) year period immediately preceding the date of registration, has been the defendant against whom a final judgment was entered in any material civil action; or

(E) is the franchisor or a principal executive officer or general partner of the franchisor and has, during the ten (10) year period immediately preceding the date of registration, reorganized due to insolvency or been adjudicated as a bankrupt.

(b) An order issued under this section based on a finding by the commissioner under subsection (a)(4)(A) must include a description of the charge, violation, or judgment referred to in subsection (a)(4)(A). An order issued under this section based on a finding by the commissioner under subsection (a)(4)(B) must include a copy of the order referred to in subsection (a)(4)(B). An order issued under this section based on a finding by the commissioner under subsection (a)(4)(D) must include a description of the judgment referred to in subsection (a)(4)(D). An order issued under this section based on a finding by the commissioner under subsection (a)(4)(E) must include a description of the insolvency or adjudication referred to in subsection (a)(4)(E).

(c) Before issuing a stop order under subsection (a)(4), such an order must be based on a finding by the commissioner that involvement of a person referred to in subsection (a)(4) creates an unreasonable risk to prospective franchisees.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.6; P.L.30-2002, SEC.1; P.L.1-2003, SEC.73.

IC 23-2-2.5-15Notice 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:

(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.

IC 23-2-2.5-16Stop 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.

IC 23-2-2.5-17Effectiveness 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.

IC 23-2-2.5-18Renewal 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.

IC 23-2-2.5-19Renewal 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.

IC 23-2-2.5-20Repealed

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.

IC 23-2-2.5-21Records of sales

Sec. 21. Every franchisor offering franchises for sale shall maintain a complete set of books, records, and accounts of those sales.

IC 23-2-2.5-22Experts

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.

IC 23-2-2.5-23Registration or filing not considered finding upon merits

(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

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).

IC 23-2-2.5-24Consent to service of process on secretary of state

Sec. 24. Before a person may offer to sell franchises under this chapter, the person shall file with the commissioner, in the form that the commissioner by rule or order prescribes, an irrevocable consent appointing the secretary of state or any successor secretary of state to be the person's attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against the person or the person's successor, executor, or administrator that arises under this chapter or any rule or order under this chapter after the consent has been filed with the same force as if served personally on the person filing the consent. A person who has filed a consent with the commissioner for a previous registration or exemption under this chapter is not required to file another consent. The person's previous consent shall remain effective for all subsequent registrations or exemptions filed by the person under this chapter. Service shall be made in accordance with the Indiana Rules of Civil Procedure.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.1-1991, SEC.159; P.L.168-2001, SEC.13.

IC 23-2-2.5-25Repealed

IC 23-2-2.5-26Advertisements containing false statements; notification; hearing

Sec. 26. No person shall publish or cause to be published any advertisement concerning any franchise in Indiana after the commissioner finds that the advertisement contains any statement that is false, is misleading or omits to make any statement necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading and so notifies the person in writing. Such notification may be given without notice of hearing. At any time after the issuance of a notification under this section, the person desiring to use the advertisement may request in writing that the order be rescinded. Upon the receipt of such written request, the matter shall be set down for hearing to commence within fifteen (15) days after receipt of the request unless the person making that request consents to a later date.

IC 23-2-2.5-27Fraud or deceit unlawful

Sec. 27. It is unlawful for any person in connection with the offer, sale or purchase of any franchise, or in any filing made with the commissioner, directly or indirectly: (1) to employ any device, scheme or artifice to defraud; (2) to make any untrue statements of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of circumstances under which they are made, not misleading; or (3) to engage in any act which operates or would operate as a fraud or deceit upon any person.

IC 23-2-2.5-28Violations; judgment; damages; interest; attorney's fees

Sec. 28. A person who recovers judgment for a violation of this chapter may recover, as part of that judgment: (1) any consequential damages; (2) interest at eight percent (8%) on the judgment; and (3) reasonable attorney's fees; unless the defendant proves that the plaintiff knew the facts concerning the violation, or that the defendant exercised reasonable care and did not know, or, if he had exercised reasonable care, would not have known, of the facts concerning the violation.

IC 23-2-2.5-29Aiders and abettors in violations; joint and several liability

Sec. 29. Every person who materially aids or abets in an act or transaction constituting a violation of this chapter is also liable jointly and severally to the same extent as the person whom he aided and abetted, unless the person who aided and abetted had no knowledge of or reasonable grounds to believe in the existence of the facts by reason of which the liability is alleged to exist.

IC 23-2-2.5-30Limitation of actions

Sec. 30. A person may not maintain an action to enforce any liability created under this chapter unless brought before the expiration of three (3) years after discovery by the plaintiff of the facts constituting the violation.

IC 23-2-2.5-31Survival of actions

Sec. 31. Every civil action under this chapter survives the death of any person who might have been a plaintiff or defendant.

IC 23-2-2.5-32Remedies

Sec. 32. Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule adopted or order issued under this chapter, the commissioner may in the commissioner's discretion bring an action in the appropriate circuit or superior court to enjoin the acts or practices, to enforce compliance with this chapter, or to obtain any other appropriate remedy. Upon proper showing, a permanent or preliminary injunction, restraining order, declaratory judgment or other appropriate remedy shall be granted and, in addition to and independent of any other remedy granted in this section, a receiver or conservator may be appointed for the defendant or the defendant's assets. The court may not require the commissioner to post a bond.

IC 23-2-2.5-33Investigations; proceedings; powers; self-incrimination

Sec. 33. (a) The commissioner may in his discretion make such investigations as he deems necessary to determine whether any person has violated or is about to violate any provision of this chapter.

(b) For the purpose of any investigation or proceeding under this chapter, the commissioner or his representative may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, agreements, or other documents or records which the commissioner deems material to the inquiry.

(c) Upon order of the commissioner or his representative in any hearing, depositions may be taken of any witness, to be taken in the manner prescribed by law for depositions in civil actions, and made returnable to the commissioner or his representative.

(d) In case of failure by any person to obey a subpoena, the circuit or superior court, upon application by the commissioner, may issue to the person an order requiring him to appear before the commissioner, or his representative, there to produce documentary evidence, if so ordered, or to give evidence touching the matter under investigation.

(e) No person is excused from attending and testifying or from producing any document or record before the commissioner, or in obedience to the subpoena of the commissioner, or his representative, or in any proceeding instituted by the commissioner, on the grounds that the testimony or evidence, documentary or otherwise, required of him may tend to incriminate him or subject him to a penalty or forfeiture; but no person may be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing concerning which he is compelled, after validly claiming his privilege against self-incrimination, to testify or produce evidence documentary or otherwise.

IC 23-2-2.5-34Violations; orders and notices; hearing; costs; civil penalties; enforcement action

(1) the offer of any franchise is subject to registration under this chapter and it is being, or it has been, offered for sale without such offer first being registered; or

(2) a person has engaged in or is about to engage in an act, a practice, or a course of business constituting a violation of this chapter or a rule or an order under this chapter;

the commissioner may investigate and may issue, with or without a prior hearing, orders and notices as the commissioner determines to be in the public interest, including cease and desist orders, orders to show cause, and notices. After notice and an opportunity for hearing, the commissioner may enter an order of rescission, restitution, or disgorgement, including interest at the rate of eight percent (8%) per year, directed to a person who has violated this chapter or a rule or order under this chapter. In addition to all other remedies, the commissioner may bring an action in the name of and on behalf of the state against any person participating in or about to participate in a violation of this chapter, to enjoin the person from continuing or doing an act furthering a violation of this chapter and may obtain the appointment of a receiver or conservator. Upon a proper showing by the commissioner, the court shall enter an order of the commissioner directing rescission, restitution, or disgorgement against a person who has violated this chapter or a rule or order under this chapter.

(b) Upon the issuance of an order or a notice by the commissioner under subsection (a), the commissioner shall promptly notify the respondent of the following:

(3) That upon the receipt of a written request the matter will be set for a hearing to commence not later than forty-five (45) business days after the commissioner receives the request, unless the respondent consents to a later date.

If the respondent does not request a hearing and the commissioner does not order a hearing, the order or notice will remain in effect until it is modified or vacated by the commissioner. If a hearing is requested or ordered, the commissioner, after giving notice of the hearing, may modify or vacate the order or extend it until final determination.

(c) In a final order, the commissioner may charge the costs of an investigation or a proceeding conducted in connection with a violation of:

(d) In a proceeding in a circuit or superior court under this section, the commissioner is entitled to recover all costs and expenses of investigation to which the commissioner would be entitled in an administrative proceeding, and the court shall include the costs in its final judgment.

(e) If the commissioner determines, after notice and opportunity for a hearing, that a person has violated this chapter, the commissioner may, in addition to or instead of all other remedies, impose a civil penalty upon the person in an amount not to exceed ten thousand dollars ($10,000) for each violation. An appeal from the decision of the commissioner imposing a civil penalty under this subsection may be taken by an aggrieved party under section 44 of this chapter.

(f) The commissioner may bring an action in the circuit or superior court of Marion County to enforce payment of any penalty imposed under subsection (e).

(g) Penalties collected under this section shall be deposited in the securities division enforcement account established under IC 23-19-6-1(f).

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.230-2007, SEC.5; P.L.1-2009, SEC.129.

IC 23-2-2.5-35Offer of franchise exempt from registration without compliance with IC 23-2-2.5-3 and IC 23-2-2.5-27; cease and desist order; hearing

Sec. 35. If, in the opinion of the commissioner, the offer of any franchise exempt from registration under this chapter is being or has been offered for sale without complying with sections 3 and 27, the commissioner may order the franchisor or offeror of such franchise to cease and desist from the further offer or sale of such franchise unless and until such offer is made in compliance with this chapter. If, after such an order has been made, a request for a hearing is filed in writing by the person affected, a hearing shall be held to commence within fifteen (15) days after the request is made, unless the person affected consents to a later date.

IC 23-2-2.5-36Prosecution of violations

Sec. 36. The commissioner may refer such evidence as is available concerning any violation of this chapter to the prosecuting attorney of the county in which the violation occurred, who may, with or without such a reference, institute appropriate criminal proceedings under this chapter. If evidence concerning violations of this chapter is referred to a prosecuting attorney, he shall within ninety (90) days file with the commissioner a written statement concerning any action taken or, if no action has been taken, the reasons therefor.

IC 23-2-2.5-37Violations; felony

Formerly: Acts 1975, P.L.262, SEC.1. As amended by Acts 1978, P.L.2, SEC.2307; P.L.158-2013, SEC.262.

IC 23-2-2.5-38Conduct equivalent to appointment of secretary of state for service of process

Sec. 38. When any person engages in conduct prohibited by this chapter, whether or not he has filed a consent to service of process under section 24 and personal jurisdiction over him cannot otherwise be obtained in this state, that conduct shall be considered equivalent to his appointment of the secretary of state or his successor in office to be his attorney to receive service of any lawful process in any civil action or proceeding against him or his successor or personal representative which grows out of that conduct and which is brought under this chapter, with the same force and validity as if served on him personally. Service shall be made in accordance with the Indiana Rules of Civil Procedure.

IC 23-2-2.5-39Exemption or classification; burden of proof

Sec. 39. The burden of proof of the entitlement to any exemption or classification provided in this chapter, in any civil or criminal proceeding is on the party claiming the exemption or classification.

IC 23-2-2.5-40Certificate of commissioner as evidence

Sec. 40. In any civil or criminal proceeding under this chapter a certificate duly signed by the commissioner showing compliance or noncompliance with this chapter respecting the franchise in question or respecting compliance or noncompliance with this chapter by any person constitutes prima facie evidence of such compliance or such noncompliance and is admissible in evidence in any such proceeding.

IC 23-2-2.5-41Statements and documents filed with secretary of state as evidence

Sec. 41. Copies of any statements and documents filed in the office of the secretary of state and of any records of the secretary of state certified by the commissioner are admissible in any civil or criminal proceeding under this chapter to the same effect as the original of such statement, document or record would be if actually produced.

IC 23-2-2.5-42Administration of chapter

Sec. 42. This chapter shall be administered by the office of the secretary of state of Indiana through the commissioner.

IC 23-2-2.5-43Fees and funds; accounting; fees for registration and renewal

Sec. 43. (a) All fees and funds of whatever character accruing from the administration of this chapter shall be:

(3) placed in the same account of the state general fund as established by IC 23-19-6-1(f), from which all compensation and expenses shall be paid for the administration of this chapter.

(b) The fee for filing a form for registration by notification of the sale of franchises under section 10.5 of this chapter is five hundred dollars ($500).

(d) If a registration notification form or registration renewal form is denied or withdrawn, the commissioner shall retain the amount of the fee submitted under subsection (b) or (c), as applicable.

Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.233-1985, SEC.4; P.L.168-2001, SEC.14; P.L.30-2002, SEC.2; P.L.27-2007, SEC.11; P.L.152-2020, SEC.5.

IC 23-2-2.5-44Appeal

Sec. 44. An appeal may be taken by any person from any final order of the commissioner affecting such person in the same manner as prescribed in IC 23-19-6-9.

IC 23-2-2.5-45Assistance of attorney general; expenses

Sec. 45. In connection with the administration and enforcement of the provisions of this chapter, it is hereby made the duty of the attorney general of Indiana to render all necessary assistance to the commissioner upon the commissioner's request, and to that end the attorney general shall employ such legal and such other professional services as shall be necessary to adequately and fully perform such service under the direction of the commissioner as the demands of the securities division shall require, and any expenses so incurred by the attorney general for the purposes aforesaid shall be chargeable against and paid out of the securities division fund and if such fund is insufficient for the payment of such expenses and any expenses of the securities division incident to the administration of this chapter, then a sufficient sum of money for the payment of any such deficiency is hereby appropriated annually out of any money received by the secretary of state as fees for the incorporation and for the filing of the biennial reports of corporations.

IC 23-2-2.5-46Liability for performance of official duties

Sec. 46. Neither the secretary of state nor the commissioner, nor any employee of the securities division shall be liable in their individual capacity, except to the state of Indiana, for any act done or omitted in connection with the performance of their respective duties under the provisions of this chapter.

IC 23-2-2.5-47Construction and purpose of chapter

Sec. 47. All provisions of this chapter delegating and granting power to the secretary of state, the securities division and the commissioner shall be liberally construed to the end that the practice or commission of fraud may be prohibited and prevented, disclosure of sufficient and reliable information in order to afford reasonable opportunity for the exercise of independent judgment of the persons involved may be assured, in connection with the issuance, barter, sale, purchase, transfer or disposition of franchises in this state. It is the intent and purpose of this chapter to delegate and grant to and vest in the secretary of state, the securities division and the commissioner full and complete power to carry into effect and accomplish the purpose of this chapter and to charge them with full and complete responsibility for the effective administration thereof.

IC 23-2-2.5-48Public records; inspection; disclosure or use of information restricted; copies; destruction

Sec. 48. (a) All registration notification forms, registration renewal forms, applications to amend registrations, reports, and other papers and documents filed with the commissioner under this chapter shall be open to public inspection. The commissioner may publish any information filed with or obtained by the commissioner. No provision of this chapter authorizes the commissioner or any of the commissioner's assistants, clerks, or deputies to disclose any information withheld from public inspection except among themselves or when necessary or appropriate in a proceeding or investigation under this chapter or to other federal or state regulatory agencies. No provision of this chapter either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to the commissioner or any of the commissioner's assistants, clerks, or deputies.

(b) It is unlawful for the commissioner or any of the commissioner's assistants, clerks, or deputies to use for personal benefit any information which is filed with or obtained by the commissioner and which is not then generally available to the public.

(c) Upon request, and at such reasonable charges as the commissioner prescribes by rule, the commissioner shall furnish to any person photostatic or other copies (certified by the commissioner if certification is requested) of any document which is retained as a matter of public record, except that the commissioner shall not charge or collect any fee for photostatic or other copies of any document furnished to public officers for use in their official capacity.

(d) The commissioner may destroy any registration notification forms, together with the files and folders, as useless or obsolete, four (4) years after the date of registration; provided that a permanent record shall be maintained of any disciplinary action taken by the commissioner and of all orders issued under this chapter.

(e) Copies on microfilm or in other form which may be retained by the commissioner of any records destroyed under this section shall be accepted for all purposes as equivalent to the original when certified by the commissioner.

IC 23-2-2.5-49Construction with other laws

Sec. 49. Nothing in this chapter shall be construed to relieve corporations or other business organizations from making reports required by law to be made to the secretary of state, or any other state officer, or paying the fees to be paid by corporations or other business organizations. This chapter shall not be construed to repeal any law now in force regulating the organization of corporations or other business organizations in Indiana, or the admission of any foreign corporation but the provisions of this chapter shall be construed to be additional to any provisions regulating the organization of a corporation or other business organization under the laws of Indiana, or the admission of a foreign corporation to do business in Indiana.

IC 23-2-2.5-50Administrative orders and procedures

IC 23-2-2.5-51Service stations; succession to ownership by family member of deceased franchisee

Sec. 51. (a) Any designated family member of a deceased service station franchisee may succeed to the ownership of the existing agreement if all of the following conditions are met:

(1) The designated family member gives the service station franchisor written notice of the intention to succeed to the service station agreement within thirty (30) days of the service station franchisee's death.

(2) The designated family member agrees to be bound by all terms and conditions of the existing owner's franchise agreement.

(3) There is no good cause for the service station franchisor to refuse to honor the succession.

For purposes of this subsection, the grounds for termination or nonrenewal of a franchise set out in the federal Petroleum Marketing Practices Act (15 U.S.C. 2801 et seq.) constitute good cause. Notification of the refusal must be submitted to the designated family member in writing within sixty (60) days after the date of the service station franchisee's death, and must specify the reasons for the refusal. The form of the written notice required under this subsection shall be prescribed in the terms of the agreement.

(b) This section does not apply to agreements between franchisors and service station franchisees entered into or renewed before July 1, 1983.

23-2-2.7-3Termination or election not to renew franchise; notice

23-2-2.7-4Action to recover damages or reform franchise agreement

IC 23-2-2.7-1Franchise agreement; unlawful provisions

Sec. 1. It is unlawful for any franchise agreement entered into between any franchisor and a franchisee who is either a resident of Indiana or a nonresident who will be operating a franchise in Indiana to contain any of the following provisions:

(1) Requiring goods, supplies, inventories, or services to be purchased exclusively from the franchisor or sources designated by the franchisor where such goods, supplies, inventories, or services of comparable quality are available from sources other than those designated by the franchisor. However, the publication by the franchisor of a list of approved suppliers of goods, supplies, inventories, or service or the requirement that such goods, supplies, inventories, or services comply with specifications and standards prescribed by the franchisor does not constitute designation of a source nor does a reasonable right of the franchisor to disapprove a supplier constitute a designation. This subdivision does not apply to the principal goods, supplies, inventories, or services manufactured or trademarked by the franchisor.

(2) Allowing the franchisor to establish a franchisor-owned outlet engaged in a substantially identical business to that of the franchisee within the exclusive territory granted the franchisee by the franchise agreement; or, if no exclusive territory is designated, permitting the franchisor to compete unfairly with the franchisee within a reasonable area.

(3) Allowing substantial modification of the franchise agreement by the franchisor without the consent in writing of the franchisee.

(4) Allowing the franchisor to obtain money, goods, services, or any other benefit from any other person with whom the franchisee does business, on account of, or in relation to, the transaction between the franchisee and the other person, other than for compensation for services rendered by the franchisor, unless the benefit is promptly accounted for, and transmitted to the franchisee.

(5) Requiring the franchisee to prospectively assent to a release, assignment, novation, waiver, or estoppel which purports to relieve any person from liability to be imposed by this chapter or requiring any controversy between the franchisee and the franchisor to be referred to any person, if referral would be binding on the franchisee. This subdivision does not apply to arbitration before an independent arbitrator.

(6) Allowing for an increase in prices of goods provided by the franchisor which the franchisee had ordered for private retail consumers prior to the franchisee's receipt of an official price increase notification. A sales contract signed by a private retail consumer shall constitute evidence of each order. Price changes applicable to new models of a product at the time of introduction of such new models shall not be considered a price increase. Price increases caused by conformity to a state or federal law, or the revaluation of the United States dollar in the case of foreign-made goods, are not subject to this subdivision.

(7) Permitting unilateral termination of the franchise if such termination is without good cause or in bad faith. Good cause within the meaning of this subdivision includes any material violation of the franchise agreement.

(8) Permitting the franchisor to fail to renew a franchise without good cause or in bad faith. This chapter shall not prohibit a franchise agreement from providing that the agreement is not renewable upon expiration or that the agreement is renewable if the franchisee meets certain conditions specified in the agreement.

(9) Requiring a franchisee to covenant not to compete with the franchisor for a period longer than three (3) years or in an area greater than the exclusive area granted by the franchise agreement or, in absence of such a provision in the agreement, an area of reasonable size, upon termination of or failure to renew the franchise.

(10) Limiting litigation brought for breach of the agreement in any manner whatsoever.

at an expense to the franchisee that is indeterminate, determined by a third party, or determined by a formula, unless the franchise agreement specifies the maximum percentage of gross monthly sales or the maximum absolute sum that the franchisee may be required to pay.

As added by Acts 1976, P.L.116, SEC.1. Amended by P.L.233-1985, SEC.5; P.L.11-1987, SEC.27.

IC 23-2-2.7-2Franchise agreement; unlawful acts and practices

Sec. 2. It is unlawful for any franchisor who has entered into any franchise agreement with a franchisee who is either a resident of Indiana or a nonresident operating a franchise in Indiana to engage in any of the following acts and practices in relation to the agreement:

(i) order or accept delivery of any goods, supplies, inventories, or services which are neither necessary to the operation of the franchise, required by the franchise agreement, required by law, nor voluntarily ordered by the franchisee;

(ii) order or accept delivery of any goods offered for sale by the franchisee which includes modifications or accessories which are not included in the base price of those goods as publicly advertised by the franchisor;

(iii) participate in an advertising campaign or contest, any promotional campaign, promotional materials, display decorations, or materials at an expense to the franchisee over and above the maximum percentage of gross monthly sales or the maximum absolute sum required to be spent by the franchisee provided for in the franchise agreement; in the absence of such provision for required advertising expenditures in the franchise agreement, no such participation may be required; or

(iv) enter into any agreement with the franchisor or any designee of the franchisor, or do any other act prejudicial to the franchisee, by threatening to cancel or fail to renew any agreement between the franchisee and the franchisor. Notice in good faith to any franchisee of the franchisee's violation of the terms or provisions of a franchise or agreement does not constitute a violation of this subdivision.

(2) Refusing or failing to deliver in reasonable quantities and within a reasonable time after receipt of an order from a franchisee for any goods, supplies, inventories, or services which the franchisor has agreed to supply to the franchisee, unless the failure is caused by acts or causes beyond the control of the franchisor.

(3) Denying the surviving spouse, heirs, or estate of a deceased franchisee the opportunity to participate in the ownership of the franchise under a valid franchise agreement for a reasonable time after the death of the franchisee, provided that the surviving spouse, heirs, or estate maintains all standards and obligations of the franchise.

(4) Establishing a franchisor-owned outlet engaged in a substantially identical business to that of the franchisee within the exclusive territory granted the franchisee by the franchise agreement or, if no exclusive territory is designated, competing unfairly with the franchisee within a reasonable area. However, a franchisor shall not be considered to be competing when operating a business either temporarily for a reasonable period of time, or in a bona fide retail operation which is for sale to any qualified independent person at a fair and reasonable price, or in a bona fide relationship in which an independent person has made a significant investment subject to loss in the business operation and can reasonably expect to acquire full ownership of such business on reasonable terms and conditions.

(5) Discriminating unfairly among its franchisees or unreasonably failing or refusing to comply with any terms of a franchise agreement.

(6) Obtaining money, goods, services, or any other benefit from any other person with whom the franchisee does business, on account of, or in relation to, the transaction between the franchisee and the other person, other than compensation for services rendered by the franchisor, unless the benefit is promptly accounted for, and transmitted to the franchisee.

(7) Increasing prices of goods provided by the franchisor which the franchisee had ordered for retail consumers prior to the franchisee's receipt of a written official price increase notification. Price increases caused by conformity to a state or federal law, the revaluation of the United States dollar in the case of foreign-made goods or pursuant to the franchise agreement are not subject to this subdivision.

(8) Using deceptive advertising or engaging in deceptive acts in connection with the franchise or the franchisor's business.

IC 23-2-2.7-3Termination or election not to renew franchise; notice

Sec. 3. Unless otherwise provided in the agreement, any termination of a franchise or election not to renew a franchise must be made on at least ninety (90) day's notice.

IC 23-2-2.7-4Action to recover damages or reform franchise agreement

Sec. 4. Any franchisee who is a party to a franchise agreement entered into or renewed after July 1, 1976 which contains any provision set forth in Section 1 of this chapter or who is injured by an unfair act or practice set forth in Section 2 of this chapter may bring an action to recover damages, or reform the franchise agreement.

IC 23-2-2.7-5Franchise defined

Sec. 5. For the purposes of this chapter, franchise means any franchise as defined in IC 23-2-2.5-1, clauses (a) (1) (2) and (3), and any agreement meeting the provisions of IC 23-2-2.5-1, clauses (a) (1) and (2) which relates to the business of selling automobiles and/or trucks and the business of selling gasoline and/or oil primarily for use in vehicles with or without the sale of accessory items.

IC 23-2-2.7-6Application of chapter

Sec. 6. The provisions of this chapter apply only to agreements entered into or renewed, or act or practice occurring after July 1, 1976.

IC 23-2-2.7-7Limitation of actions

Sec. 7. No action may be brought for a violation of this chapter more than two (2) years after the violation.

23-2-3.1-3Statement; filing with commissioner; copy to target company

23-2-3.1-4Statement; consent to service of process; filing fee

23-2-3.1-5Contents of statement; document prepared under federal law

23-2-3.1-7Hearing; findings and order; notices; expenses; right to appear; insurance companies

23-2-3.1-8.4Subsequent acquisition of equity securities by offeror; equivalent terms; limitation

23-2-3.1-8.5Statements of material fact; omissions; false or misleading statements; fraudulent, deceptive, or manipulative acts

23-2-3.1-8.6Exempt acquisitions; notice and hearing to precede order

23-2-3.1-10Cease and desist orders; injunctions; subpoenas; production of books and papers

IC 23-2-3.1-0.5Legislative finding; purpose

Sec. 0.5. (a) The general assembly finds that it is often difficult for corporate shareholders to obtain sufficient information to make an informed and timely decision when faced with the questions of accepting or rejecting a takeover offer. Moreover, there have emerged a number of practices which have resulted in shareholders of Indiana corporations losing the benefits of takeover offers because they lacked the sophistication and ability to secure those benefits. These practices have included multiple proration pools, two-step transactions and similar practices, and have resulted in relatively small shareholders losing both the advantages of the takeover offer and their equity positions in the corporation.

(b) By enacting this chapter, it is the intent and purpose of the general assembly to provide for full and fair disclosure of all material information concerning takeover offers to shareholders of Indiana corporations, so that the opportunity of each shareholder to make an informed and well-reasoned investment decision may be secured. It is also the purpose of the general assembly to protect shareholders of Indiana corporations from being disadvantaged by those practices described in subsection (a). Finally, it is the purpose of the general assembly to provide for adequate disclosure and that protection in a manner consistent with the Constitutions of the United States and of Indiana.

IC 23-2-3.1-1Definitions

"Affiliate" means any person controlling, controlled by, or under the common control of another person.

"Beneficial owner of a security" means any person who, directly or indirectly, has the power to vote or direct the voting of all or part of the voting rights of the security, or has the power to dispose of or direct the disposition of the security.

"Control" means possession, direct or indirect, of the power to direct or to cause the direction of the management and policies of a person, through the ownership of voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, unless that power is the result of an official position or corporate office. The term includes "controlling", "controlled by", and "under common control with." Control is presumed to exist if any person is the beneficial owner of ten percent (10%) or more of any class of the voting securities of any other person. This presumption may be rebutted only by a showing that control does not exist in fact, at a hearing pursuant to section 9 of this chapter.

(1) any share or similar security carrying, at the time of the takeover offer, the right to vote on any matter by virtue of the articles of incorporation, bylaws, or governing instrument of the target company or the right to vote for directors or persons performing substantially similar functions by operation of law;

(2) any security convertible into a security described in subdivision (1) or any warrant or right to purchase that security; or

(3) any other security which, for the protection of investors, is an equity security pursuant to a regulation of the commissioner.

"Offeror" means a person who makes or in any way participates in making a takeover offer. The term includes all affiliates of that person and all persons who act jointly or in concert with that person for the purpose of acquiring, holding, or disposing of, or exercising any voting rights attached to, the equity securities of a target company. It also includes the target company with respect to acquisitions of its own equity securities and with respect to periods of time when it is controlled by or under common control with the offeror. It does not include a financial institution or broker-dealer loaning funds or extending credit to any offeror in the ordinary course of its business, or any accountant, attorney, financial institution, broker-dealer, newspaper or magazine of general circulation, consultant, or other person furnishing information, services, or advice to or performing ministerial or administrative duties for an offeror and not otherwise participating in the takeover offer.

"Offeree" means a record or beneficial owner of equity securities of the class which an offeror acquires or offers to acquire in connection with a takeover offer.

"Person" means an individual, corporation, limited liability company, association, partnership, trust, or other entity.

"Substantially equivalent terms" means terms under which the fair market value of the consideration offered any offeree of a class of equity securities of the target company (determined on a per share or a per unit basis) are equal to the highest consideration offered in connection with a takeover offer to any other offeree of that class (determined on a per share or per unit basis).

"Takeover offer" means an offer to acquire or an acquisition of any equity security of a target company, pursuant to a tender offer or request or invitation for tenders, if, after the acquisition, the offeror is directly or indirectly a record or beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the target company.

"Target company" means an issuer of securities which is organized under the laws of this state, has its principal place of business in this state, and has substantial assets in this state. Target company does not include:

(1) a financial institution subject to regulation by the department of financial institutions under IC 28, if the takeover offer is subject to approval by the department of financial institutions;

(2) a corporation subject to regulation by the utility regulatory commission under IC 8, if the takeover offer is subject to approval of the commission; or

(3) a public utility, public utility holding company, bank holding company, or savings association subject to regulation by a federal agency, if the takeover offer is subject to the approval by that federal agency.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.2; P.L.242-1983, SEC.2; P.L.23-1988, SEC.111; P.L.8-1993, SEC.311; P.L.79-1998, SEC.21; P.L.27-2007, SEC.13.

IC 23-2-3.1-2Compliance with designated sections

Sec. 2. A person shall not make a takeover offer unless the offer is in compliance with sections 3, 4, 5.5, 6.5, 7, and 8 of this chapter.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.3; P.L.242-1983, SEC.3; P.L.229-1989, SEC.1.

IC 23-2-3.1-3Statement; filing with commissioner; copy to target company

(1) file any required statements with the commissioner in compliance with sections 5 and 5.5 of this chapter; and

(2) not later than the filing date of the statements, deliver a copy of each statement to the president of the target company at its principal office.

IC 23-2-3.1-4Statement; consent to service of process; filing fee

Sec. 4. Each statement required under section 5 or 5.5 of this chapter must be accompanied by:

(1) a consent of the offeror to service of process specified in IC 23-19-6-11; and

As added by Acts 1979, P.L.235, SEC.1. Amended by P.L.229-1989, SEC.3; P.L.27-2007, SEC.14.

IC 23-2-3.1-5Contents of statement; document prepared under federal law

Sec. 5. (a) If the takeover offer is subject to any federal law, including the Securities Exchange Act of 1934 (15 U.S.C. 78), the statement must consist of one (1) copy of each document required to be filed with the Securities and Exchange Commission or any other federal agency.

(b) If the takeover offer is not subject to any requirement of federal law, the statement must be filed on forms prescribed by the commissioner and contain the following information:

(i) information concerning its organization, including the year and jurisdiction of its organization;

(iii) a description of the business done by the offeror and its affiliates and any material changes of its business during the past three (3) years;

(iv) a description of the location and character of the principal properties of the offeror and its affiliates;

(v) a description of any material pending legal or administrative proceedings in which the offeror or any of its affiliates is a party;

(vi) the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years; and

(vii) audited financial statements of the offeror and its affiliates for its three (3) most recent annual accounting periods and interim financial statements for any current period; and

(i) information concerning the background of the person, including the person's material business activities and affiliations during the past three (3) years; and

(ii) a description of any material pending legal or administrative proceeding in which the person is a party.

(2) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including:

(A) a statement describing any securities being offered in exchange for the equity securities of the target company; and

(B) if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of all the parties.

(3) If the purpose of the acquisition is to gain control of the target company, a statement of any plans or proposals or negotiations with respect to the acquisition which the offeror has upon gaining control to:

(D) make any other major change in its business, corporate structure, management or personnel.

(4) The number of shares or units of any equity security of the target company of which each offeror is the record or beneficial owner or which the offeror has a right to acquire, directly or indirectly.

(5) Information as to any contracts, arrangements, understandings, or negotiations with any person concerning any equity security of the target company, including:

(A) transfers of any equity security, joint ventures, loan or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits; or

naming the persons with whom those contracts, arrangements, or understandings have been entered into.

(6) Information as to any contracts, arrangements, understandings, or negotiations, with any officer, director, administrator, manager, executive employee, or record or beneficial owner of equity securities of the target company with respect to the tender of any equity securities of the target company, the purchase by the offeror of any equity securities owned by that person otherwise than pursuant to the takeover offer, the retention of any person in the person's present position or in any other management position or with respect to that person giving or withholding a favorable recommendation to the takeover offer.

(7) A description of the provisions made or to be made for providing all material information concerning the takeover offer to the offerees, including a description of the proposed takeover offer in the form proposed to be published or sent the offerees initially disclosing the takeover offer.

(c) In addition to information required under subsection (a) or (b), a statement filed under this section must include the following information:

(1) A description of any contract between the offeror and a government (other than the United States, a state of the United States, a commonwealth or possession of the United States, a government in free association with the United States, or a political subdivision of a state) executed during the three (3) years preceding the date of the filing of the statement.

(2) A description of any subsidy received by the offeror from a goverment described in subdivision (1) during the three (3) years preceding the date of the filing of the statement.

(3) A list of any offices or appointments held under a government described in subdivision (1) by the offeror if the offeror is an individual, or by a member of the board of directors or principal officer if the offeror is a corporation.

IC 23-2-3.1-5.5Definitions; application of section

Sec. 5.5. (a) The definitions in IC 23-1-20 apply to this section, except to the extent of any conflict with section 1 of this chapter.

(1) a foreign corporation incorporated under a law other than the law of the United States or any state of the United States (as defined in IC 1-1-4-1); or

(d) Notwithstanding any other provision of this title, a person subject to this section may not make a takeover offer unless the person files a statement with the commissioner under this subsection.

IC 23-2-3.1-6Repealed

As added by Acts 1979, P.L.235, SEC.1. Repealed by Acts 1981, P.L.215, SEC.11.

IC 23-2-3.1-6.5Terms of offer; requisites; number of offerees

Sec. 6.5. No takeover offer may be made which is not made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms. A takeover offer to purchase less than any or all equity securities of the same class of the outstanding equity securities of the target company is not considered as having been made to all offerees of that class on substantially equivalent terms if the pro rata portion of equity securities of that class tendered by any offeree which will be accepted by the offeror is not equal to the highest pro rata portion of equity securities of that class tendered by any other offeree which will be accepted by the offeror. A takeover offer permitting offerees to elect to receive one (1) or more differing kinds of consideration is not considered as having been made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms if proration occurs and the pro rata share of any one (1) or more differing kinds of consideration which is allocable to any offeree is not equal to the highest pro rata share allocable to any other offeree.

IC 23-2-3.1-7Hearing; findings and order; notices; expenses; right to appear; insurance companies

Sec. 7. (a) A hearing shall be held at any time within twenty (20) business days after the required statements under sections 5 and 5.5 of this chapter are filed. If, following the hearing, and within twenty (20) business days after a statement is filed, the commissioner finds by a preponderance of the evidence that:

(1) the takeover statement fails to provide full and fair disclosure to the offerees of all material information concerning the takeover offer; or

(2) the takeover offer is not made to all offerees of the same class of equity securities of the target company on substantially equivalent terms; the commissioner shall by order prohibit the purchase of shares tendered in response to the takeover offer or condition purchase upon changes or modifications.

(b) At least five (5) days notice shall be given to the target company, the offeror, and such other persons as the commissioner may designate that a hearing will be held under this section.

(c) The expenses, including the cost of transcripts, of all hearings held under this section shall be borne by the offeror. As security for the payment of the expenses, the offeror shall file with the commissioner an acceptable bond or other deposit in an amount determined by the commissioner.

(d) The target company, the offeror, any offeree, and any other person whose interests may be affected have the right to appear at any hearing held pursuant to this chapter and to become a party to the proceeding. Each such person has the right to present evidence, examine and cross-examine witnesses, offer oral written arguments and, in connection with the proceeding may conduct discovery proceedings in the manner provided in the Indiana Rules of Trial Procedure. The commissioner may employ any sanction or power granted courts in the Indiana Rules of Trial Procedure, excluding the power of contempt, to enforce the commissioner's discovery rulings or orders.

(e) In the case of a takeover offer subject to the approval of the insurance commissioner, the offeror within five (5) days after the statement is filed shall mail a notice to all offerees of the target company advising the offerees of the general terms and conditions of the takeover offer and the date of the hearing at which they may appear. No shares shall be tendered, or purchased by the offeror, until after approval by both the securities commissioner and the insurance commissioner. All expenses of notifying the offerees shall be borne by the offeror.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.4; P.L.242-1983, SEC.5; P.L.229-1989, SEC.6.

IC 23-2-3.1-8Purchase of shares; prohibition

Sec. 8. No shares shall be purchased or paid for pursuant to a takeover offer within the first twenty (20) business days after the offer is made. No shares shall be purchased or paid for in violation of any order of the commissioner.

IC 23-2-3.1-8.4Subsequent acquisition of equity securities by offeror; equivalent terms; limitation

Sec. 8.4. No offeror may acquire in any manner any equity security of any class of a target company at any time within two (2) years following the conclusion of a takeover offer with respect to that class, including but not limited to acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, and any other recapitalization or reorganization, unless the holder of that equity security is also afforded, at the time of that acquisition, a reasonable opportunity to dispose of that security to the offeror upon substantially equivalent terms.

IC 23-2-3.1-8.5Statements of material fact; omissions; false or misleading statements; fraudulent, deceptive, or manipulative acts

Sec. 8.5. In connection with any takeover offer, or any solicitation of offerees in opposition to or in favor of any takeover offer, it is unlawful for any person to make any untrue statement of a material fact or to omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices.

IC 23-2-3.1-8.6Exempt acquisitions; notice and hearing to precede order

Sec. 8.6. (a) The provisions of sections 2 through 7 of this chapter do not apply to the following:

(1) An acquisition by an offeror, if the instant transaction and all acquisitions of equity securities of the same class during the preceding twelve (12) months by the offeror or any of its affiliates do not exceed two percent (2%) of that class.

(2) An acquisition of equity securities of a target company having seventy-five (75) or fewer holders of record of equity securities at the time of the takeover offer.

(3) An acquisition determined by order of the commissioner to be a takeover offer that is not made for the purpose of, and not having the effect of, changing or influencing the control of a target company.

(b) An order may only be adopted under subsection (a)(3) of this section after a hearing. Not less than five (5) business days' notice of a hearing must be given to the target company, the offeror, and such other persons as the commissioner may designate.

IC 23-2-3.1-9Administration of chapter; regulations; immunity

Sec. 9. (a) This chapter shall be administered by the secretary of state of Indiana by and through the commissioner, who may exercise all powers granted to the commissioner under IC 23-19.

(b) Subject to the approval of the secretary of state, the commissioner may promulgate regulations necessary to carry out the purposes of this chapter under IC 4-22-2.

(c) Neither the secretary of state, nor the securities commissioner, nor any employee of the securities division, shall be liable in their individual capacity, except to the state of Indiana, for any act done or omitted in connection with the performance of their respective duties under the provisions of this chapter.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.8; P.L.27-2007, SEC.15.

IC 23-2-3.1-10Cease and desist orders; injunctions; subpoenas; production of books and papers

Sec. 10. (a) Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any regulation or order adopted under this chapter, the commissioner may investigate and issue orders and notices, including ex parte cease and desist orders without notice. In addition to all other remedies, he may bring an action in any circuit or superior court in the name and on behalf of the state of Indiana against any person or persons participating in or about to participate in a violation of this chapter to enjoin those persons from continuing or doing any act in violation of this chapter or to enforce compliance with this chapter. In any court proceedings, the commissioner may apply for and on due showing be entitled to have issued the court's subpoena requiring:

(1) the appearance of any defendant or his employees or agents to testify and give evidence concerning the acts or conduct or things complained of; or

(b) Whenever any person has engaged or is about to engage in any act or practice constituting a violation of this chapter or any regulation or order adopted under this chapter, the offeror, target company or any record or beneficial owner of an equity security of the target company may bring an action in the circuit or superior court of the county where the target company has its principal office or Marion County to enjoin that person from continuing or doing any act in violation of this chapter or to enforce compliance with this chapter.

(c) Upon a proper showing, the court may grant a permanent or preliminary injunction or temporary restraining order or may order rescission of any sales, tenders for sale, purchases or tenders for purchase of equity securities determined to be unlawful under this chapter or any regulation or order of the commissioner. The court may not require the commissioner to post a bond.

IC 23-2-3.1-11Appeal; notice; transcript; disposition on appeal

Sec. 11. An appeal may be taken by any offeror, target company, or other party to any proceeding before the commissioner from any final order of the commissioner to the court of appeals for errors of law under the same terms and conditions as govern appeals in ordinary civil actions, except as otherwise provided in this section. An assignment of errors that the decision, ruling, or order of the commissioner is contrary to law is sufficient to present both the sufficiency of the facts found to sustain the decision, ruling, or order, and the sufficiency of the evidence to sustain the findings of facts upon which it was rendered. Within twenty (20) days from the entry of an order, the commissioner shall be served with a written notice of the appeal which states the grounds upon which a reversal of the final order is sought and with a demand in writing for a certified transcript of the record and of all papers on file in the commissioner's office affecting or relating to that order. The commissioner shall within twenty (20) days after service of the notice of appeal make, certify, and deliver to the appellant the transcript. The appellant shall, within five (5) days after the receipt of the transcript, file the transcript and a copy of the notice of appeal with the clerk of the court. The notice of appeal shall stand as the appellant's assignment of errors. If the order of the commissioner is reversed, the court shall direct the commissioner's further action in the matter, including the making and entering of any order and the conditions, limitations, or restrictions to be contained in the order. However, the commissioner is not barred from later revoking or altering the order for any proper cause which may later accrue or be discovered. If the order is affirmed, the appellant may file a new disclosure statement after thirty (30) days from the ruling of the court of appeals if the disclosure statement is not otherwise barred or limited. The appeal does not suspend the operation of the order appealed from during the pendency of the appeal unless upon proper order of the court.

As added by Acts 1979, P.L.235, SEC.1. Amended by Acts 1981, P.L.215, SEC.10; P.L.3-1989, SEC.138.

23-2-4-7Delivery of disclosure statements to persons executing agreements

23-2-4-8Sanctions against registration of providers or execution of new continuing care agreements; findings of fact; cease and desist order; notice and hearing

23-2-4-10Conditions of registration; deposit of entrance and refurbishment fees into escrow account; limitations

23-2-4-11Letter of credit, negotiable securities, or bond instead of escrow account

23-2-4-13Retirement home guaranty fund; creation and expiration; purpose; levy

23-2-4-15Board; submission and approval of plan of operation; contents of plan; adoption of rules

23-2-4-16Termination of bankrupt home; payments to residents from fund; subrogation rights of board

23-2-4-17Fund; examination and regulation by commissioner; reports

23-2-4-23Violations; cease and desist orders; actions for injunctive relief

IC 23-2-4-1Definitions

"Application fee" means the fee charged an individual, in addition to the entrance fee or any other fee, to cover the provider's reasonable costs in processing the individual's application to become a resident.

"Commissioner" means the securities commissioner as provided in IC 23-19-6-1(a).

(1) For continuing care retirement communities registered before January 2, 2007, an agreement by a provider to furnish to at least one (1) individual, for the payment of an entrance fee and periodic charges, accommodations in a living unit of a home, and at least two (2) of the following services for the life of the individual or for more than one (1) month unless the agreement is canceled:

(2) For continuing care retirement communities registered after January 1, 2007, and before July 1, 2009, an agreement by a provider to furnish to an individual, for the payment of an entrance fee of at least twenty-five thousand dollars ($25,000), periodic charges, accommodations in a living unit of a home, and at least one (1) of the following services for the life of the individual or for more than one (1) month unless the agreement is canceled:

(3) For continuing care retirement communities registered after June 30, 2009, an agreement by a provider to furnish to an individual, for the payment of an entrance fee of at least twenty-five thousand dollars ($25,000), periodic charges, accommodations in a living unit of a home, and at least one (1) of the following services for the life of the individual unless the agreement is terminated as specified under this chapter:

"Contracting party" means a person or persons who enter into a continuing care agreement with a provider.

"Entrance fee" means the sum of money or other property paid or transferred, or promised to be paid or transferred, to a provider in consideration for one (1) or more individuals becoming a resident of a continuing care retirement community under a continuing care agreement.

"Living unit" means a room, apartment, cottage, or other area within a continuing care retirement community set aside for the use of one (1) or more identified residents.

"Omission of a material fact" means the failure to state a material fact required to be stated in any disclosure statement or registration in order to make the disclosure statement or registration, in light of the circumstances under which they were made, not misleading.

"Person" means an individual, a corporation, a partnership, an association, a limited liability company, or other legal entity.

"Provider" means a person that agrees to provide care under a continuing care agreement.

"Refurbishment fee" means the fee charged an individual, in addition to the entrance fee or any other fee, to cover the provider's reasonable costs in refurbishing a previously occupied living unit specifically designated for occupancy by that individual.

"Resident" means an individual who is entitled to receive benefits under a continuing care agreement.

"Solicit" means any action of a provider in seeking to have an individual residing in Indiana pay an application fee and enter into a continuing care agreement, including:

(1) personal, telephone, or mail communication or any other communication directed to and received by any individual in Indiana; and

(2) advertising in any media distributed or communicated by any means to individuals residing in Indiana.

"Termination" refers to the cancellation of a continuing care agreement under this chapter.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.234-1985, SEC.1; P.L.177-1991, SEC.8; P.L.8-1993, SEC.312; P.L.27-2007, SEC.16; P.L.153-2009, SEC.3; P.L.278-2013, SEC.17; P.L.156-2023, SEC.9; P.L.9-2024, SEC.443.

IC 23-2-4-2Application of chapter

(1) enters into a continuing care agreement in Indiana to provide care at a continuing care retirement community located either inside Indiana or outside Indiana;

(2) enters into a continuing care agreement outside Indiana to provide care at a continuing care retirement community located in Indiana;

(3) extends the term of an existing continuing care agreement in Indiana to provide care at a continuing care retirement community located either inside Indiana or outside Indiana;

(4) extends the term of an existing continuing care agreement outside Indiana to provide care at a continuing care retirement community located in Indiana; or

(5) solicits the execution of a continuing care agreement by persons in Indiana.

IC 23-2-4-3Registration; application; order

Sec. 3. (a) A provider shall register each continuing care retirement community with the commissioner if:

(2) while operating the continuing care retirement community, the provider has either:

(A) for a continuing care retirement community registered before January 2, 2007, continuously maintained since on or before January 1, 2007, at least one (1) continuing care agreement with an individual living in the continuing care community; or

(B) for a continuing care retirement community registered after January 1, 2007, entered into a continuing care agreement with at least twenty-five percent (25%) of the individuals living in the continuing care retirement community.

(b) If a provider fails to register a continuing care retirement community, the provider may not:

(1) enter into, or extend the term of, a continuing care agreement to provide continuing care to any person at that continuing care retirement community;

(2) provide services at that continuing care retirement community under a continuing care agreement; or

(3) solicit the execution, by persons residing within Indiana, of a continuing care agreement to provide continuing care at that continuing care retirement community.

(c) The provider's application for registration must be filed with the commissioner by the provider on forms prescribed by the commissioner, and must be accompanied by an application fee of two hundred fifty dollars ($250). The application must contain the following information:

(1) an initial disclosure statement, as described in section 4 of this chapter; and

(2) any other information required by the commissioner under rules adopted under this chapter.

(d) The commissioner may accept, in lieu of the information required by subsection (c), any other registration, disclosure statement, or other document filed by the provider in Indiana, in any other state, or with the federal government if the commissioner determines that such document substantially complies with the requirements of this chapter.

(e) Upon receipt of the application for registration, the commissioner shall mark the application filed. Within sixty (60) days of the filing of the application, the commissioner shall enter an order registering the provider or rejecting the registration. If no order of rejection is entered within that sixty (60) day period, the provider shall be considered registered unless the provider has consented in writing to an extension of time; if no order of rejection is entered within the time period as extended by consent, the provider shall be considered registered.

(f) If the commissioner determines that the application for registration complies with all of the requirements of this chapter, the commissioner shall enter an order registering the provider. If the commissioner determines that such requirements have not been met, the commissioner shall notify the provider of the deficiencies and shall inform the provider that it has sixty (60) days to correct them. If the deficiencies are not corrected within sixty (60) days, the commissioner shall enter an order rejecting the registration. The order rejecting the registration shall include the findings of fact upon which the order is based. The provider may petition for reconsideration, and is entitled to a hearing upon that petition.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.153-2009, SEC.5; P.L.278-2013, SEC.18.

IC 23-2-4-4Initial disclosure statement; contents

Sec. 4. The initial disclosure statement shall contain the following information:

(2) If the provider is a partnership, corporation, limited liability company, or association, the names and duties of its officers, directors, trustees, partners, members, or managers.

(3) The name and business address of any person having a five percent (5%) or greater ownership interest in the provider or manager of the continuing care retirement community.

(4) A description of the business experience of the provider and its officers, directors, trustees, partners, or managers.

(5) A statement as to whether the provider or any of its officers, directors, trustees, partners, or managers, within ten (10) years prior to the date of the initial disclosure statement:

(B) was a party to any civil action for fraud, embezzlement, fraudulent conversion, or misappropriation of property that resulted in a judgment against the provider or individual;

(D) had any state or federal licenses or permits suspended or revoked in connection with any health care or continuing care activities, or related business activities.

(6) The identity of any other continuing care retirement community currently or previously operated by the provider or manager of the continuing care retirement community.

(7) The location and description of other properties, both existing and proposed, of the provider in which the provider owns a twenty-five percent (25%) ownership interest, and on which continuing care retirement communities are or are intended to be located.

(8) A statement as to whether the provider is, or is affiliated with, a religious, charitable, or other nonprofit association, and the extent to which the affiliate organization is responsible for the financial and contractual obligations of the provider.

(9) A description of all services to be provided by the provider under its continuing care agreements with contracting parties, and a description of all fees for those services, including conditions under which the fees may be adjusted.

(10) A description of the terms and conditions under which the continuing care agreement can be cancelled, or fees refunded.

(11) Financial statements of the provider prepared in accordance with generally accepted accounting principles applied on a consistent basis and certified by an independent certified or public accountant, including a balance sheet as of the end of the provider's last fiscal year and income statements for the last three (3) fiscal years, or such shorter period of time as the provider has been in operation.

(12) If the operation of the continuing care retirement community has not begun, a statement of the anticipated source and application of funds to be used in the purchase or construction of the continuing care retirement community, and an estimate of the funds, if any, which are anticipated to be necessary to pay for start-up losses.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.8-1993, SEC.313; P.L.153-2009, SEC.6.

IC 23-2-4-5Annual disclosure statement; contents; fee

Sec. 5. (a) Each year after the initial year in which a continuing care retirement community is registered under section 3 of this chapter, the provider shall file with the commissioner not later than four (4) months after the end of the provider's fiscal year, unless otherwise extended by the written consent of the commissioner under subsection (c), an annual disclosure statement which shall consist of the financial information set forth in section 4(11) of this chapter.

(b) The annual disclosure statement required to be filed with the commissioner under this section shall be accompanied by an annual filing fee of one hundred dollars ($100), which shall be paid to the commissioner not later than four (4) months after the end of the provider's fiscal year, regardless whether the commissioner issues an extension under subsection (c).

(c) The commissioner may, by issuing a written statement, extend the time in which a provider files its annual disclosure statement. However, an extension under this subsection shall not allow an annual disclosure statement to be filed later than twelve (12) months after the end of the provider's fiscal year. The commissioner may request information from a provider to determine whether an extension is necessary.

(d) A provider that receives an extension under subsection (c) and has not filed its annual disclosure statement during the period specified in subsection (a) shall inform all prospective residents, in a manner prescribed by the commissioner, that the provider has received an extension for filing its annual disclosure statement.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.234-1985, SEC.2; P.L.153-2009, SEC.7; P.L.205-2021, SEC.2.

IC 23-2-4-6Disclosure statements; amendment

Sec. 6. (a) A provider shall amend its initial or annual disclosure statement filed with the commissioner under section 3 and section 5 of this chapter at any time if necessary to prevent the initial or annual disclosure statement from containing any material misstatement of fact or omission of a material fact.

(b) Upon the sale of a continuing care retirement community to a new provider, the new provider shall amend the currently filed disclosure statement to reflect the fact of sale and any other fact that would be required to be disclosed under section 4 of this chapter if the new provider were filing an initial disclosure statement.

IC 23-2-4-7Delivery of disclosure statements to persons executing agreements

Sec. 7. (a) Prior to the execution of a continuing care agreement, a provider shall deliver to the contracting party and the prospective resident a copy of the initial disclosure statement and the latest annual disclosure statement.

(b) After the execution of a continuing care agreement, a provider shall provide, upon request, a copy of the initial disclosure statement and the latest annual disclosure statement.

IC 23-2-4-7.5Termination of contract

Sec. 7.5. (a) This section does not apply to a continuing care retirement community registered before July 1, 2009.

(b) A continuing care agreement may be terminated for any of the following reasons:

(1) The provider has determined that the resident is inappropriate for living in the care setting.

(2) The resident is unable to fully pay the periodic charges because the resident inappropriately divested the assets and income the resident identified at the time of admission to meet the ordinary and customary living expenses for the resident.

(3) Providing assistance to the resident would jeopardize the financial solvency of the provider and the other residents being served by the provider.

(4) The resident has requested a termination of the agreement as allowed under the agreement.

IC 23-2-4-8Sanctions against registration of providers or execution of new continuing care agreements; findings of fact; cease and desist order; notice and hearing

Sec. 8. (a) The commissioner may deny, revoke, or refuse to renew registration of a provider or prohibit the execution of new continuing care agreements if the commissioner finds that:

(1) the provider willfully violated any provision of this chapter or any rule or order adopted under this chapter;

(2) the provider failed to file an annual disclosure statement required by section 5 of this chapter;

(3) the provider failed to deliver to a prospective resident or contracting party a copy of the disclosure statements as required by section 7 of this chapter;

(4) the provider delivered to a prospective resident or contracting party a disclosure statement that contained a misstatement of material fact or omission of a material fact even though the provider, at the time of the delivery of the disclosure statement, had no actual knowledge of the misstatement or omission;

(5) the provider failed to comply with the terms of a cease and desist order of the commissioner; or

(6) according to rules adopted by the commissioner under IC 4-22-2, the provider is insolvent and the financial condition of the provider may jeopardize the care of the residents.

(b) Findings of fact in support of an order under this section, if set forth in statutory language, shall be accompanied by a concise and explicit statement of the underlying facts supporting the findings.

(c) If the commissioner finds, after notice and hearing, that the provider has committed a violation for which revocation could be ordered, the commissioner may first issue a cease and desist order. If the cease and desist order is not effective in remedying the violation, the commissioner may, after notice and hearing, order that the registration be revoked.

(d) The commissioner may summarily prohibit the execution of new continuing care agreements pending final determination of any proceeding under this section. Upon the entry of the order, the commissioner shall promptly notify the provider that it has been entered and of the reasons for the order and that upon receipt of a written request the matter will be set down for hearing to commence within fifteen (15) business days after receipt of the request unless the provider consents to a later date. If no hearing is requested and none is ordered by the commissioner, the order remains in effect until it is modified or vacated by the commissioner. If a hearing is requested or ordered, the commissioner, after notice of and opportunity for hearing to the provider, may modify, vacate, or extend the order until final determination.

(e) Except as provided in subsection (d), an order may not be entered under this section unless there has been:

(f) The commissioner may vacate or modify an order if the commissioner finds that the conditions that prompted entry have changed or that it is in the public interest to do so.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.131-1988, SEC.6; P.L.1-1992, SEC.114.

Sec. 9. A person who knowingly or intentionally fails to comply with any of the registration or disclosure requirements of sections 3, 4, 5, 6, or 7 of this chapter commits a Class A infraction.

IC 23-2-4-10Conditions of registration; deposit of entrance and refurbishment fees into escrow account; limitations

Sec. 10. (a) Except as provided by section 11 of this chapter, the commissioner shall require, as a condition of registration, that:

(1) the provider establish an interest-bearing escrow account with a bank, trust company, or other escrow agent approved by the commissioner; and

(2) any entrance fees received by the provider prior to the date the resident is permitted to occupy the living unit in the continuing care retirement community be placed in the escrow account, subject to release as provided by subsection (b).

(b) If the entrance fee gives the resident the right to occupy a living unit that has been previously occupied, the entrance fee and any income earned thereon shall be released to the provider when the living unit is first occupied by the new resident. If the entrance fee applies to a living unit that has not been previously occupied by any resident, the entrance fee and any income earned thereon shall be released to the provider when the commissioner is satisfied that:

(1) aggregate entrance fees received or receivable by the provider pursuant to executed continuing care agreements, plus:

(A) anticipated proceeds of any first mortgage loan or other long term financing commitment; and

are equal to at least fifty percent (50%) of the aggregate cost of constructing, purchasing, equipping, and furnishing the continuing care retirement community and equal to at least fifty percent (50%) of the estimate of funds necessary to fund startup losses of the continuing care retirement community, as reported under section 4(12) of this chapter; and

(2) a commitment has been received by the provider for any permanent mortgage loan or other long term financing described in the statement of anticipated source and application of funds to be used in the purchase or construction of the continuing care retirement community under section 4(12) of this chapter, and any conditions of the commitment prior to disbursement of funds thereunder, other than completion of the construction or closing of the purchase of the continuing care retirement community, have been substantially satisfied.

(c) If the funds in an escrow account under this section and any interest earned thereon are not released within the time provided by this section or by rules adopted by the commissioner, then the funds shall be returned by the escrow agent to the persons who made the payment to the provider.

(d) An entrance fee held in escrow shall be returned by the escrow agent to the person who paid the fee in the following instances:

(1) At the election of the person who paid the fee, at any time before the fee is released to the provider under subsection (b).

(2) Upon receipt by the escrow agent of notice from the provider that the person is entitled to a refund of the entrance fee.

(e) This section does not require a provider to place a nonrefundable application fee charged to prospective residents in escrow.

(f) A provider is not required to place a refurbishment fee of a prospective resident in escrow if a continuing care agreement provides that the prospective resident:

(1) will occupy the living unit within sixty (60) days after the refurbishment fee is paid; and

(2) will receive a refund of any portion of the refurbishment fee not expended for refurbishment if the continuing care agreement is cancelled before occupancy.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.234-1985, SEC.3; P.L.153-2009, SEC.10.

IC 23-2-4-11Letter of credit, negotiable securities, or bond instead of escrow account

Sec. 11. In lieu of establishing an escrow account under section 10 of this chapter, a provider may, with the commissioner's permission, post a letter of credit from a financial institution, negotiable securities, or a bond by a surety authorized to do business in Indiana. The letter of credit, negotiable securities, or bond must be:

(2) for an amount that is at least equal to the maximum amount of entrance fees reasonably anticipated by the provider to otherwise be subject to the escrow requirements set forth in section 10 of this chapter; and

(3) executed in favor of the commissioner on behalf of individuals who may be found entitled to a refund of entrance fees.

IC 23-2-4-12Entrance fees; use

Sec. 12. Any money or property received by a provider as an entrance fee to a continuing care retirement community constructed or purchased after August 31, 1982, or any income earned thereon, may be used by the provider only for purposes directly related to the construction, maintenance, or operation of that particular continuing care retirement community. A continuing care retirement community in operation on September 1, 1982, may not use the entrance fees or income earned thereon after August 31, 1982, for the construction, operation, or maintenance of another continuing care retirement community constructed or purchased after August 31, 1982.

IC 23-2-4-13Retirement home guaranty fund; creation and expiration; purpose; levy

Sec. 13. (a) There is established the Indiana retirement home guaranty fund. The purpose of the fund is to provide a mechanism for protecting the financial interests of residents and contracting parties in the event of the bankruptcy of the provider.

(b) To create the fund, a guaranty association fund fee of one hundred dollars ($100) shall be levied on each contracting party who enters into a continuing care agreement after August 31, 1982, and before July 1, 2009. The fee shall be collected by the provider and forwarded to the commissioner within thirty (30) days after occupancy by the resident. Failure of the provider to collect and forward such fee to the commissioner within that thirty (30) day period shall result in the imposition by the commissioner of a twenty-five dollar ($25) penalty against the provider. In addition, interest payable by the provider shall accrue on the unpaid fee at the rate of two percent (2%) a month.

(c) Any money received by the commissioner under subsection (b) shall be forwarded to the treasurer of state. The fund, and any income from it, shall be held in trust, deposited in a segregated account, invested and reinvested by the treasurer of state in the same manner as provided in IC 20-49-3-10 for investment of the common school fund.

(d) All reasonable expenses of collecting and administering the fund shall be paid from the fund.

(e) Money in the fund at the end of the state's fiscal year shall remain in the fund and shall not revert to the general fund.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.2-2006, SEC.180; P.L.153-2009, SEC.12.

IC 23-2-4-14Fund; board of directors; membership; compensation

Sec. 14. (a) There is established a board of directors to administer the fund. The board of directors of the fund shall consist of five (5) members to be appointed by the governor, from a list submitted by the secretary of state, as follows:

In addition, the commissioner shall serve as an ex officio member of the board. Directors shall serve such terms as are established in the plan of operation under section 15 of this chapter.

(b) Members of the board of directors are not entitled to compensation for their services. However, each member is entitled to the following:

(1) Reimbursement for traveling and other expenses incurred as members of the board, as provided in the state travel policies and procedures, established by the Indiana department of administration and approved by the budget agency.

(2) Reimbursement for expenses related to one (1) meal provided each year in connection with the board's annual meeting.

IC 23-2-4-15Board; submission and approval of plan of operation; contents of plan; adoption of rules

Sec. 15. (a) The board of directors shall submit to the commissioner a plan of operation, and such subsequent amendments to the plan as are necessary to assure the fair, reasonable, and equitable administration of the fund. The plan of operation is effective upon the commissioner's approval, which must be in writing.

(b) If the board of directors fails to submit by September 1, 1983, a plan of operation considered suitable by the commissioner, or, if at any other time the board of directors fails to submit amendments to the plan considered necessary by the commissioner, the commissioner shall adopt rules under IC 4-22-2 necessary to carry out this chapter. The rules continue in force until modified by the commissioner or superseded by a plan submitted by the board of directors and approved by the commissioner.

(2) the method of reimbursing members of the board of directors under section 14 of this chapter;

(4) recordkeeping procedures for all financial transactions relating to the fund and the board of directors; and

(5) any additional provisions necessary for the execution of the powers and duties of the board of directors.

IC 23-2-4-16Termination of bankrupt home; payments to residents from fund; subrogation rights of board

Sec. 16. (a) If a continuing care retirement community is bankrupt and the operation of the continuing care retirement community is terminated, the board of directors shall, subject to the approval of the commissioner, distribute from the guaranty association fund established in section 13 of this chapter to the living residents of the continuing care retirement community an aggregate amount not to exceed one-half (1/2) of the amount in the fund at the time of disbursement. The amount each living resident is entitled to receive shall be prorated, based on the total amount paid on behalf of the resident by the contracting party under the continuing care agreement. In no event may the amount paid to an individual resident under this section exceed the total amount paid on behalf of that resident under the continuing care agreement, less the total value of services received under the agreement.

(b) Any living resident of the continuing care retirement community shall, if the resident executed a continuing care agreement before July 1, 2009, be eligible to receive distributions under subsection (a), regardless of whether any contribution to the guaranty association fund has been made on behalf of the resident.

(c) A resident compensated under this section assigns the resident's rights under the continuing care agreement, to the extent of compensation received under this section, to the board of directors on behalf of the fund. The board of directors may require an assignment of those rights by a resident to the board, on behalf of the fund, as a condition precedent to the receipt of compensation under this section. The board of directors, on behalf of the fund, is subrogated to these rights against the assets of a bankrupt or dissolved provider. Any monies or property collected by the board of directors under this subsection shall be deposited in the fund.

(d) The subrogation rights of the board of directors, on behalf of the fund, have the same priority against the assets of the bankrupt or dissolved provider as those possessed by the resident under the continuing care agreement.

As added by Acts 1982, P.L.145, SEC.1. Amended by P.L.234-1985, SEC.4; P.L.153-2009, SEC.13; P.L.160-2015, SEC.1.

IC 23-2-4-17Fund; examination and regulation by commissioner; reports

Sec. 17. The fund is subject to examination and regulation by the commissioner. The board of directors shall submit to the commissioner before May 1 of each year:

(1) a financial report for the preceding calendar year, in a form approved by the commissioner; and

IC 23-2-4-18Fund; exemption from certain fees and taxes

Sec. 18. The fund is exempt from payment of all fees and taxes levied by Indiana or any of its political subdivisions.

IC 23-2-4-19Repealed

IC 23-2-4-20Disclosure statements; liability of provider

(B) without having first delivered to the contracting party and the prospective resident the disclosure statements as required by section 7 of this chapter; or

(2) a provider delivers to the prospective resident and the contracting party a disclosure statement that makes an untrue or misleading statement of material fact or omits a material fact;

the provider is liable to the individual who entered into the continuing care agreement for the repayment of all entrance fees, application fees, periodic charges, or other fees paid by that person to the provider less the reasonable value of care and lodging provided the resident until the untrue statement, misstatement, or omission was actually or should reasonably have been discovered by the resident or the contracting party, together with interest thereon at the legal rate for judgments, costs, and reasonable attorney's fees.

(b) Liability of the provider under this section for any untrue statement, misstatement, or omission in the disclosure statement shall exist only if the provider had actual knowledge of or, in the exercise of reasonable care, should have known of the untrue statement, misstatement, or omission.

(1) two (2) years after the execution of the continuing care agreement that gave rise to the violation;

(3) two (2) years after the delivery of the disclosure statement containing an untrue statement, misstatement, or omission of a material fact;

IC 23-2-4-21Commissioner; petition for appointment of receiver

Sec. 21. If the commissioner has reason to believe that a continuing care retirement community is insolvent, the commissioner may petition the superior or circuit court of the county in which the continuing care retirement community is located, or the superior or circuit court of Marion County, for the appointment of a receiver to assume the management and possession of the continuing care retirement community and its assets.

IC 23-2-4-22Commissioner; powers; hearings and investigations

(3) conduct investigations to determine whether any person has violated or is about to violate this chapter or a rule or order issued under this chapter; and

(4) compel the production of any item relevant to an investigation under this chapter.

IC 23-2-4-23Violations; cease and desist orders; actions for injunctive relief

Sec. 23. (a) If the commissioner determines, after notice and hearing, that any person has violated any provision of this chapter or any rule or order issued under this chapter, the commissioner may issue an order requiring the person to cease and desist from the unlawful practice or to take such affirmative action as in the judgment of the commissioner will carry out the purposes of this chapter.

(b) If the commissioner makes a finding of fact in writing that the public interest will be irreparably harmed by delay in issuing a cease and desist order, the commissioner may issue a temporary cease and desist order which shall include in its terms a provision that, upon request, a hearing shall be held within ten (10) days of such request to determine whether the order becomes permanent. A temporary cease and desist order shall be served on the person subject to it by certified mail, return receipt requested.

(c) If it appears that a person has engaged in an act or practice constituting a violation of any provision of this chapter or of a rule or order issued under this chapter, the commissioner may, with or without prior administrative proceedings, bring an action in the circuit court, superior court, or probate court to enjoin such acts or practices or to enforce compliance with this chapter or any rule or order issued under this chapter. Upon proper showing, injunctive relief or temporary restraining orders shall be granted. The commissioner shall not be required to post a bond in any court proceeding.

Sec. 24. The commissioner shall adopt under IC 4-22-2 rules necessary to carry out the provisions of this chapter.

23-2-6-18Persons permitted to offer transactions under IC 23-2-6-17

23-2-6-19Contracts or transactions permitted under IC 23-2-6-17

23-2-6-20Waiver of requirements; qualified sellers; limitation on authority to engage in business

23-2-6-21Summary denial or suspension of exemption; qualified sellers

23-2-6-23Registration of commodity merchants; places for trading commodities or options

23-2-6-28Investigations; examinations; hearings; civil penalties

23-2-6-31Commodity codes of other states; violations; remedies

23-2-6-38Application of sections IC 23-2-6-17, IC 23-2-6-23, and IC 23-2-6-24

IC 23-2-6-1"Board of trade" defined

Sec. 1. As used in this chapter, "board of trade" refers to a person or group of persons engaged in:

whether the person or group of persons is characterized as a board of trade, an exchange, or any other type of marketplace.

IC 23-2-6-2"Commissioner" defined

Sec. 2. As used in this chapter, "commissioner" refers to the securities commissioner appointed under IC 23-19-6-1(a).

IC 23-2-6-3"CFTC Rule" defined

Sec. 3. As used in this chapter, "CFTC Rule" means a rule, regulation, or order of the Commodity Futures Trading Commission that is in effect on July 1, 1991, and any subsequent amendment, addition, or revision to the rule, regulation, or order unless the commissioner disallows the application to this chapter of the amendment, addition, or revision not later than ten (10) days after the effective date of the amendment, addition, or revision.

IC 23-2-6-4"Commodity" defined

Sec. 4. As used in this chapter, "commodity" means, except as otherwise specified by a rule, regulation, or order of the commissioner, any of the following:

(3) A gem or gemstone, whether the gem or gemstone is characterized as precious, semiprecious, or another characterization.

(6) All other goods, articles, products, or items of any kind, except the following:

(A) A numismatic coin whose fair market value is at least fifteen percent (15%) higher than the fair market value of the metal contained in the coin.

(C) Any timber, agricultural, or livestock product that is grown or raised on real property and that is offered or sold by the owner or lessee of the real property.

(D) A work of art that is offered or sold by art dealers, offered or sold at a public auction, or offered or sold through a private sale by the owner of the work of art.

IC 23-2-6-5"Commodity broker-dealer" defined

Sec. 5. As used in this chapter, "commodity broker-dealer" means a person engaged in the business of executing transactions in commodity contracts or commodity options for:

IC 23-2-6-6"Commodity contract" defined

Sec. 6. As used in this chapter, "commodity contract" means an account, an agreement, or a contract that:

regardless of whether the account, agreement, or contract is for immediate or subsequent delivery or whether delivery is intended by the parties, and whether characterized as a cash contract, deferred shipment or deferred delivery contract, forward contract, futures contract, installment or margin contract, leverage contract, or otherwise. For purposes of this chapter, any commodity contract offered or sold shall, in the absence of evidence to the contrary, be presumed to be offered or sold for speculation or investment purposes. The term does not include a contract or agreement that requires, and under which the purchaser receives, physical delivery of the total amount of each commodity to be purchased under the contract or agreement not later than twenty-eight (28) calendar days after payment in good funds of any portion of the purchase price.

IC 23-2-6-7"Commodity Exchange Act" defined

Sec. 7. As used in this chapter, "Commodity Exchange Act" means the act of the United States Congress known as the Commodity Exchange Act (7 U.S.C. 1 et seq., as in effect June 30, 1991), and including all subsequent amendments, additions, or revisions to the act unless the commissioner by rule or order disallows the application of the amendments, additions, or revisions to this chapter or to any provision of this chapter not later than ten (10) days after the effective date of the amendment, addition, or revision.

IC 23-2-6-8"Commodity Futures Trading Commission" defined

Sec. 8. As used in this chapter, "Commodity Futures Trading Commission" means the independent regulatory agency established to administer the Commodity Exchange Act.

IC 23-2-6-9"Commodity merchant" defined

Sec. 9. As used in this chapter, "commodity merchant" means any of the following (as defined or described in the Commodity Exchange Act or in a CFTC rule):

(6) A person associated with a person described in subdivisions (1) through (5).

(8) Any other person, other than a futures association, that is required to register with the Commodity Futures Trading Commission.

IC 23-2-6-10"Commodity option" defined

Sec. 10. As used in this chapter, "commodity option" means an account, an agreement, or a contract giving a party to the account, agreement, or contract the right but not the obligation to purchase or sell:

whether characterized as an option, privilege, indemnity, bid, offer, put, call, advance guaranty, decline guaranty, or otherwise. However, the term does not include an option traded on a national securities exchange that is registered with the Securities and Exchange Commission.

IC 23-2-6-11"Commodity sales representative" defined

Sec. 11. As used in this chapter, "commodity sales representative" means a person who:

(1) is acting for a commodity broker-dealer in executing or attempting to execute a transaction in a commodity contract or a commodity option; and

IC 23-2-6-12"Financial institution" defined

Sec. 12. As used in this chapter, "financial institution" means a bank, savings institution, or trust company that is organized or supervised under the laws of the United States or of any state.

IC 23-2-6-13"Offer" defined

Sec. 13. As used in this chapter, "offer" means an offer to sell, offer to purchase, or offer to enter into a commodity contract or commodity option.

IC 23-2-6-14"Person" defined

Sec. 14. (a) As used in this chapter, "person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government.

(b) The term does not include a contract market designated by any of the following:

(3) A national securities exchange that is registered with the Securities and Exchange Commission.

(4) An employee, an officer, or a director of a contract market designated clearinghouse or exchange who is acting solely in that capacity.

IC 23-2-6-15"Precious metal" defined

Sec. 15. As used in this chapter, "precious metal" means the following in coin, bullion, or other form:

(6) Any other items specified by a rule, a regulation, or an order of the commissioner.

IC 23-2-6-16"Sale" defined

IC 23-2-6-17Limitations; commodity contracts or options

Sec. 17. Except as provided in sections 18 and 19 of this chapter, a person may not:

(1) sell, purchase, or offer to sell or purchase a commodity under any commodity contract or under any commodity option; or

(2) offer to enter into as seller or purchaser any commodity contract or any commodity option.

IC 23-2-6-18Persons permitted to offer transactions under IC 23-2-6-17

Sec. 18. (a) The prohibitions set forth in section 17 of this chapter do not apply to any transaction offered by any of the following persons (or any employee, officer, or director of the person who is acting solely in that capacity) if the person is the purchaser or seller in the transaction:

(A) who is registered with the Commodity Futures Trading Commission as a futures commission merchant, a leverage transaction merchant, an introducing broker, or an associated person of an introducing broker; and

(2) A person registered with the Securities and Exchange Commission as a broker-dealer whose activities require that registration.

(4) A person who is a member of a contract market designated by the Commodity Futures Trading Commission or any clearinghouse of the Commodity Futures Trading Commission.

(6) A person registered in Indiana as a securities broker-dealer whose activities require that registration.

(b) The exemption provided by subsection (a) does not apply to any transaction or activity that is prohibited by the Commodity Exchange Act or by a CFTC rule.

IC 23-2-6-19Contracts or transactions permitted under IC 23-2-6-17

Sec. 19. (a) The prohibitions set forth in section 17 of this chapter do not apply to any of the following:

(1) An account, an agreement, or a transaction that is within the exclusive jurisdiction of the Commodity Futures Trading Commission as provided under the Commodity Exchange Act.

(B) that requires physical delivery of the quantity of the precious metals purchased not later than twenty-eight (28) calendar days after payment of any portion of the purchase price; and

(C) under which the purchaser receives physical delivery of the quantity of precious metals purchased not later than twenty-eight (28) calendar days after payment of any portion of the purchase price.

(3) A commodity contract solely between persons engaged in producing, processing, using commercially, or handling as merchants:

(4) A commodity contract under which the offeree or the purchaser is any of the following:

(b) For purposes of this section, physical delivery is considered to have occurred if both of the following occur:

(1) The quantity of precious metals purchased is delivered (in specifically segregated or fungible bulk form) within the twenty-eight (28) day period to the possession of a depository that:

(i) A depository that issues warehouse receipts that are recognized for delivery purposes for any commodity on a contract market designated by the Commodity Futures Trading Commission.

(ii) A storage facility that is licensed or regulated by the United States or any agency of the United States.

(2) The depository, any other person described in subdivision (1)(B), or a qualified seller issues and the purchaser receives a certificate, document of title, confirmation, or other instrument that evidences that the quantity of precious metals:

(ii) free and clear of all liens and encumbrances, other than liens of the purchaser, tax liens, liens agreed to by the purchaser, or liens of the depository for fees and expenses that have previously been disclosed to the purchaser.

(i) has unconditionally guaranteed the obligations and liabilities of the person; and

(3) Has stored precious metals with at least one (1) depository on behalf of customers for at least the preceding three (3) years.

(4) Before any offer, and annually after any offer, files with the commissioner a sworn notice of intent to act as a qualified seller under this section that contains the following:

(B) The names of the person's directors, officers, controlling shareholders, partners, principals, and other controlling persons.

(ii) an affiliate of the person who has guaranteed the obligations and liabilities of the person;

(G) Depository information required by the commissioner, including the following:

(ii) The name and address of each depository in which the person has stored precious metals on behalf of customers at any time during the preceding three (3) years.

(iii) Independent verification from each depository named in item (ii) that the person has in fact stored precious metals on behalf of the person's customers in the depository during the preceding three (3) years and a statement by each depository showing the total deposits made by the person during the three (3) years.

(H) A financial statement, audited by an independent certified public accountant, for:

(ii) an affiliate of the person who has guaranteed the obligations and liabilities of the person;

(I) The certified public accountant's audit report of the financial statement described in clause (H).

(J) A statement describing the details of any civil, criminal, or administrative proceedings currently pending or adversely resolved against the person or the person's directors, officers, controlling shareholders, partners, principals, or other controlling persons during the preceding ten (10) years, including the following:

(i) Civil litigation and administrative proceedings involving securities or commodities violations or fraud.

(iii) Denials, suspensions, or revocations of securities or commodities licenses or registrations.

(iv) Suspensions or expulsions from membership in or associations with a self-regulatory organization registered under the Securities Exchange Act of 1934 or the Commodities Exchange Act.

(K) A statement declaring that proceedings described in clause (J) have not occurred if there have been no proceedings of that type.

(5) Notifies the commissioner of any material changes in the information provided in the notice of intent under subdivision (4) not later than fifteen (15) days after the changes occur or are made.

(A) each purchaser for whom the seller is currently storing precious metals; and

a report by an independent certified public accountant of the accountant's examination of the seller's precious metals storage program.

IC 23-2-6-20Waiver of requirements; qualified sellers; limitation on authority to engage in business

Sec. 20. (a) The commissioner may unconditionally or conditionally waive any of the requirements under section 19(c) of this chapter that a person must otherwise satisfy to be considered a qualified seller.

(b) The commissioner may by order deny, suspend, revoke, or limit a person's authority to engage in business as a qualified seller under section 19 of this chapter if the commissioner determines that:

(2) the person, the person's officers, directors, partners, agents, servants, or employees, any person occupying a similar status or performing similar functions, any person who directly or indirectly controls or is controlled by the person or other person listed in this subdivision, or the person's affiliates or subsidiaries meet any of the following conditions:

(ii) contains a statement that, under the circumstances in which the statement was made, is false or misleading with respect to a material fact.

(C) Has been permanently enjoined or temporarily enjoined by a court from engaging in or continuing any conduct or practice that indicates a lack of fitness to engage in the investment commodities business.

(D) Is the subject of an order of the commissioner denying, suspending, or revoking the person's license as:

(E) Is the subject of any of the following orders that are in effect and that were issued during the preceding five (5) years.

(i) An order by the commissioner, by a securities agency or the securities administrator of any other state, Canadian province, or territory, by the Securities and Exchange Commission, or by the Commodity Futures Trading Commission, that was entered after notice and opportunity for hearing and that denied, suspended, or revoked the person's registration as a futures commission merchant, commodity trading adviser, commodity pool operator, securities broker-dealer, sales representative, investment adviser, or any substantially similar occupation.

(ii) An order suspending or expelling the person from membership in or association with a self-regulatory organization registered under the Securities Exchange Act of 1934 or the Commodity Exchange Act.

(iv) A cease and desist order entered after notice and opportunity for hearing by a person described in item (i).

(v) An order entered by the Commodity Futures Trading Commission denying, suspending, or revoking registration under the Commodity Exchange Act.

(F) Has engaged in an unethical or dishonest act or practice in the investment commodities or securities business.

IC 23-2-6-21Summary denial or suspension of exemption; qualified sellers

Sec. 21. (a) To protect the public interest or to protect investors, the commissioner may by order summarily deny or suspend an exemption provided under section 19 of this chapter for a qualified seller. Upon the entry of an order denying or suspending an exemption for a qualified seller, the commissioner shall promptly notify the person claiming the exemption:

(3) that a date for a hearing concerning the order will be determined not later than thirty (30) days after the commissioner receives a written request for a hearing.

(b) The provisions of sections 39 and 40 of this chapter apply to all subsequent proceedings after the entry of an order under this section.

(c) The commissioner may by order deny or revoke an exemption provided under section 19 of this chapter for a qualified seller if the commissioner finds that an applicant or qualified seller:

IC 23-2-6-22Rules; orders

(B) are not within the exclusive jurisdiction of the Commodity Futures Trading Commission, as granted by the Commodity Exchange Act.

(3) Implement the provisions of this chapter for the protection of purchasers and sellers of commodities.

IC 23-2-6-23Registration of commodity merchants; places for trading commodities or options

Sec. 23. (a) A person may not engage in the commodities trade or business or otherwise act as a commodity merchant unless the person:

(1) is registered or temporarily licensed with the Commodity Futures Trading Commission for each activity causing the person to be considered a commodity merchant and the registration or temporary license has not expired or been revoked or suspended; or

(2) is exempt from registration with the Commodity Futures Trading Commission under:

(b) A board of trade may not trade or provide a place for the trading of any commodity contract or commodity option if the commodity contract or commodity option must be traded on a contract market or commodity market designated by the Commodity Futures Trading Commission or is subject to the rules of a contract market or commodity market designated by the Commodity Futures Trading Commission, unless:

(1) the board of trade has been designated for the commodity contract or commodity option by the Commodity Futures Trading Commission; and

(3) make a false report, enter a false record, or make an untrue statement of a material fact;

(4) fail to state a material fact that is necessary to make a report, record, or statement made, under the circumstances in which the report, record, or statement was made, not misleading;

(5) engage in a transaction, act, practice, or course of business, including any form of advertising or solicitation, that operates or would operate as a fraud or deceit upon any person; or

in connection with the purchase or sale of, the offer to sell, the offer to purchase, the offer to enter into, or the entry into of, any commodity contract or commodity option subject to section 18, 19(a)(2), or 19(a)(4) of this chapter.

IC 23-2-6-25Liability; violation of chapter

Sec. 25. (a) The act, omission, or failure of any official, agent, or other person acting for an individual, an association, a partnership, a limited liability company, a corporation, or a trust within the scope of the official's, agent's, or person's employment or office constitutes the act, omission, or failure of both:

(1) the individual, association, partnership, limited liability company, corporation, or trust; and

(b) Except as provided in subsection (c), the following are jointly and severally liable for the violation of this chapter by a person and are liable to the same extent as the person:

(1) Each person who directly or indirectly controls the person who committed the violation.

(2) Each partner, officer, and director of the person who committed the violation.

(3) Each person occupying a similar status or performing a similar function as a partner, officer, or director described in subdivision (2).

IC 23-2-6-26Effect of chapter on securities law

Sec. 26. This chapter does not impair, derogate, or otherwise affect any of the following:

(1) The authority or powers of the commissioner under the Indiana securities law.

(2) The application of any provision of the Indiana securities law to any person or transaction subject to the Indiana securities law.

IC 23-2-6-27Construction and implementation of chapter

Sec. 27. (a) This chapter shall be construed and implemented to carry out the chapter's general purpose to do the following:

(2) Prevent and prosecute illegal and fraudulent schemes involving commodity contracts.

(3) Maximize coordination with federal law and the law of other states and the administration and enforcement of those laws.

(b) This chapter does not create any rights or remedies upon which actions may be brought by private persons against persons who violate this chapter.

IC 23-2-6-28Investigations; examinations; hearings; civil penalties

Sec. 28. (a) The commissioner may make investigations in or outside Indiana that the commissioner finds necessary or appropriate to:

(1) determine whether any person has violated or is about to violate this chapter or any rule or order of the commissioner; or

(b) The commissioner may charge as costs of an investigation or examination all reasonable expenses, including a per diem prorated on the salary of the commissioner or an employee. All reasonable expenses of investigation, examination, or hearing shall be paid by the party under investigation or examination.

(c) The commissioner may publish information concerning any violation of this chapter or any rule or order of the commissioner. The commissioner shall upon request make available for inspection and copying under IC 5-14-3 information concerning any violation of this chapter or any rule or order of the commissioner.

(d) For purposes of an investigation or a proceeding under this chapter, the commissioner or an officer or employee designated by rule or order may do any of the following:

(4) Require the production of books, papers, correspondence, memoranda, agreements, or other documents or records that the commissioner finds to be relevant or material to the investigation or proceeding.

(e) If a person does not give testimony or produce the documents required by the commissioner or the commissioner's designee under an administrative subpoena, the commissioner or the designee may petition for a court order compelling compliance with the subpoena or the giving of the required testimony.

(f) A petition for an order of compliance under subsection (e) may be filed in any of the following:

(2) The circuit or superior court where service may be obtained on the person refusing to comply with the subpoena if the person is within Indiana.

(3) The appropriate court of the state having jurisdiction over the person refusing to comply with the subpoena if the person is outside Indiana.

(g) Costs of investigations, examinations, and hearings and civil penalties recovered under this chapter shall be deposited in the securities division enforcement account established under IC 23-19-6-1(f). With the approval of the budget agency, the funds in the securities division enforcement account may be used to augment and supplement the funds appropriated for the administration of this chapter.

IC 23-2-6-29Cease and desist orders; civil remedies

Sec. 29. (a) If the commissioner believes, whether or not based upon an investigation conducted under section 28 of this chapter, that a person has engaged or is about to engage in any act or practice that violates this chapter or any rule or order adopted or issued by the commissioner, the commissioner may do any of the following:

(2) Issue an order imposing a civil penalty of not more than ten thousand dollars ($10,000) for any single violation.

(b) In addition to any other legal or equitable remedies, the commissioner may bring any of the following actions in circuit or superior court or in the appropriate courts of another state:

(B) ensure compliance with this chapter or any rule or order adopted or issued by the commissioner.

(4) An action for the appointment of a receiver or conservator for the defendant or the defendant's assets.

IC 23-2-6-30Violations; special remedies

Sec. 30. (a) Upon a showing by the commissioner that a person has violated or is about to violate this chapter or any rule or order adopted or issued by the commissioner, a court may grant appropriate legal or equitable remedies.

(b) Upon a showing by the commissioner of a violation of this chapter or a rule or order adopted or issued by the commissioner, the court, in addition to traditional legal and equitable remedies, including temporary restraining orders, permanent or temporary prohibitory or mandatory injunctions, and writs of prohibition or mandamus, may order the following special remedies:

(1) A civil penalty of not more than ten thousand dollars ($10,000) for any single violation.

(5) Appointment of a receiver or conservator for the defendant or the defendant's assets.

(c) If the commissioner shows only that a person is about to violate this chapter or a rule or order issued or adopted by the commissioner, appropriate remedies under this chapter are limited to the following:

(4) An order appointing a receiver or conservator for the defendant or the defendant's assets.

IC 23-2-6-31Commodity codes of other states; violations; remedies

Sec. 31. (a) Upon a showing by the commissioner or by a securities or commodity agency of another state that a person, other than a government or a governmental agency, has violated or is about to violate the commodity code of that state or any rule or order of the securities commissioner or the securities agency or commodity agency of that state, the court may grant appropriate legal and equitable remedies.

(b) Upon a showing of a violation of the securities or commodity act of another foreign state or a rule or an order of the securities commissioner or securities agency or commodity agency of that state, a court, in addition to traditional legal or equitable remedies, including temporary restraining orders, permanent or temporary prohibitory or mandatory injunctions, and writs of prohibition or mandamus, may order the following special remedies:

(2) Appointment of a receiver, a conservator, or an ancillary receiver or conservator for the defendant or for the defendant's assets located in Indiana.

(c) If the commissioner shows only that a person is about to violate the securities act or commodities act of another state or a rule or order issued or adopted by the administrator of the securities act or commodities act of another state, appropriate remedies under this chapter are limited to the following:

(4) An order appointing a receiver, a conservator, or an ancillary receiver or conservator for the defendant or for the defendant's assets located in Indiana.

IC 23-2-6-32Bonds; official actions

Sec. 32. A court may not require the commissioner to post a bond in any official action under this chapter.

IC 23-2-6-33Penalties

(b) A person who violates a rule or an order issued or adopted under this chapter may be assessed a civil penalty of up to ten thousand dollars ($10,000).

(c) The commissioner may refer any evidence concerning violations of this chapter or violations of any rule or order issued or adopted by the commissioner to any prosecuting attorney in Indiana.

IC 23-2-6-34Administration of chapter

Sec. 34. (a) The securities division of the office of the secretary of state shall administer this chapter.

(b) The commissioner and any employees of the commissioner may not do the following:

(2) Conduct securities dealings or commodity dealings based on public or confidential information that is filed with the commissioner or obtained by the commissioner if there has not been a sufficient time for the securities markets or commodity markets to assimilate the information.

(c) Except as provided in subsection (d), all information that is collected, assembled, or maintained by the commissioner:

(d) The following information is not public information and may not be made available by the commissioner for public inspection:

(1) Information obtained in private investigations under section 28(a) or 28(d) of this chapter.

(e) The commissioner shall have the discretion to disclose any information that is confidential under subsection (d)(1) to a person described in section 35(a) of this chapter.

(f) This chapter does not create or derogate any privilege that exists at common law, by statute, or otherwise, when any documentary evidence or other evidence is sought under subpoena directed to the commissioner or any employee of the commissioner.

IC 23-2-6-35Cooperation with other authorities

Sec. 35. (a) In order to encourage uniform application and interpretation of this chapter and in order to encourage securities regulation and enforcement, the commissioner and the commissioner's employees may cooperate with any of the following:

(1) A securities or commodities agency or the securities commissioner of any other jurisdiction, including any foreign jurisdiction.

(5) A self-regulatory organization established under the Commodity Exchange Act or the Securities Exchange Act of 1934.

(6) A national or international organization of commodities or securities officials or agencies.

(b) The cooperation authorized by subsection (a) may include the following if the information sought would be subject to lawful subpoena for conduct occurring in Indiana:

(1) Bearing the expense of any type of cooperation described in this subsection.

(7) Writing and adopting mutual regulations, statements of policy, guidelines, proposed statutory changes, and releases.

(A) An agency in another jurisdiction that administers a law similar to this chapter.

IC 23-2-6-36Rules; forms; orders

Sec. 36. (a) In addition to specific authority granted under this chapter, the commissioner may make, amend, and rescind rules, forms, and orders necessary to carry out this chapter.

(b) Unless specifically provided in this chapter, a rule, a form, or an order may not be adopted, amended, or rescinded unless the commissioner finds that the action is:

(1) necessary or appropriate for the public interest or for the protection of investors; and

(2) consistent with the purposes fairly intended by the policy and provisions of this chapter.

(d) A provision of this chapter imposing any liability does not apply to an act that is:

(2) in conformity with a rule, an order, or a form adopted or issued by the commissioner;

even if the rule, order, or form is later amended, rescinded, or is determined to be invalid for any reason by judicial authority or other authority.

IC 23-2-6-37Service of process

Sec. 37. (a) If a person, including a person that is not a resident of Indiana, engages in conduct prohibited or made actionable by this chapter or any rule or order adopted or issued by the commissioner, the commissioner shall be considered the person's attorney for the purpose of receiving service of any lawful process in a noncriminal proceeding that is:

(1) brought against the person, a successor of the person, or a personal representative of the person;

(3) brought under this chapter or any rule or order issued or adopted by the commissioner.

(b) Process served on the commissioner under subsection (a) has the same force and validity as personal service on the person engaging in the prohibited or actionable conduct.

IC 23-2-6-38Application of sections IC 23-2-6-17, IC 23-2-6-23, and IC 23-2-6-24

Sec. 38. (a) Sections 17, 23, and 24 of this chapter apply to a person who sells or offers to sell if:

(b) Sections 17, 23, and 24 of this chapter apply to a person who buys or offers to buy if:

(1) an offer to sell or an offer to buy is made in Indiana, whether or not any party is present in Indiana, if the offer:

(B) has not previously been communicated to the offeror, orally or in writing, outside Indiana.

(d) For purposes of this section, acceptance is communicated to an offeror in Indiana, whether or not any party is then present in Indiana, if:

(e) For purposes of this section, an offer to sell or to buy is not made in Indiana if:

(1) a publisher circulates in Indiana, or there is circulated in Indiana on the behalf of the publisher, a newspaper or other publication of general, regular, and paid circulation that:

(B) is published in Indiana, but has had more than two-thirds (2/3) of the newspaper's circulation outside Indiana during the past twelve (12) months; or

(2) a newspaper or a radio or television program originating outside Indiana is received in Indiana.

IC 23-2-6-39Administrative proceedings

Sec. 39. (a) The commissioner shall initiate an administrative proceeding under this chapter by entering a notice of intent to take a specific act or by entering a summary order. The notice of intent or summary order:

(3) is not required to be supported by findings of fact or conclusions of law; and

(b) After entering a notice of intent or summary order, the commissioner shall promptly notify all interested parties that the notice of intent or summary order has been entered and of the reasons for the entry.

(c) If a proceeding is under a notice of intent, the commissioner shall inform all interested parties of the date, time, and place set for the hearing on the notice.

(d) If the proceeding is under a summary order, the commissioner shall inform all interested parties that:

(1) the parties have thirty (30) business days from the entry of the order to file with the commissioner a written request for a hearing on the matter; and

(2) a hearing will be scheduled to begin not later than thirty (30) business days after the receipt of a written request.

(e) If the proceeding is under a summary order, the commissioner may, by the commissioner's own motion, set a hearing for the proceeding, whether or not a written request for a hearing is received from an interested party.

IC 23-2-6-40Summary orders; final orders

(1) thirty (30) business days have passed since the summary order was entered; and

(b) If a hearing on an order is requested or ordered under section 39 of this chapter, the commissioner may modify, vacate, or extend the order until final determination after the commissioner has provided:

(d) All hearings in an administrative proceeding under this chapter shall be subject to IC 5-14-1.5.

IC 23-2-6-41Review; final orders of commissioner

Sec. 41. (a) Any person aggrieved by a final order of the commissioner may obtain a review of the order in a circuit or superior court of Marion County by filing in court, not later than sixty (60) days after the entry of the order, a written petition requesting the order to be modified or set aside in whole or in part. A copy of a petition for review shall be served on the commissioner.

(b) Except where the taking of additional evidence is ordered by a court under subsections (e) and (f), after the filing of a petition for review:

(2) the commissioner may not modify or set aside the order, in whole or in part.

(1) the filing of a petition for review under subsection (a) does not operate as a stay of the commissioner's order; and

(2) the commissioner may enforce or ask the court to enforce an order pending the outcome of the review proceedings.

(d) Upon receipt of a petition for review, the commissioner shall certify and file in the court a copy of the order and the transcript or record of the evidence upon which the order was based. If the order became final by operation of law under section 40(a) of this chapter, the commissioner shall certify and file in court:

(e) The court may order additional evidence to be taken by the commissioner under conditions the court considers proper if an aggrieved party or the commissioner:

(A) there were reasonable grounds for failure to enter the evidence in the hearing before the commissioner; or

(2) shall file in the court the additional evidence and any modified or new findings or order.

(g) The court shall review the petition based on the original record before the commissioner and any additions or modifications under subsections (e) and (f). The commissioner's findings of facts are conclusive if those findings are supported by competent, material, and substantive evidence. Based on review under this subsection, the court may affirm, modify, enforce, or set aside the order, in whole or in part.

IC 23-2-6-42Burden of proof; exemptions

Sec. 42. If a person claims an exemption in any complaint, information, indictment, writ, or proceeding under this chapter:

(2) the party claiming the exemption bears the burden of proof concerning the existence of the exemption.

IC 23-2-6-43Failure to make physical delivery; defenses

Sec. 43. In any complaint, information, indictment, writ, or proceeding brought under this chapter that alleges a violation of section 17 of this chapter solely on the failure in an individual case to make physical delivery within the applicable time under section 19(a)(2) of this chapter, it is a defense if both of the following are shown:

(1) Failure to make physical delivery was due solely to factors beyond the control of all of the following:

(B) Officers, directors, partners, agents, servants, or employees of the seller.

(D) Each person who directly or indirectly controls or is controlled by the seller or by any person described in clause (B) or (C).

(2) Physical delivery was completed within a reasonable time under the applicable circumstances.

Ch. 3.Licensure and Loan Processing Company Notice Filing Requirements

23-2.5-1-4"Borrower's residential mortgage loan application information"

IC 23-2.5-1-1Application of chapter

IC 23-2.5-1-2"Appraisal company"

(1) performs real estate appraisals on a regular basis for compensation through one (1) or more owners, officers, employees, or agents; or

IC 23-2.5-1-3"Bona fide third party fee"

Sec. 3. "Bona fide third party fee", with respect to a residential mortgage loan, includes any of the following:

(1) Fees for real estate appraisals. However, if the residential mortgage loan is governed by Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act (12 U.S.C. 3331 through 3352), the fee for an appraisal performed in connection with the loan is not a bona fide third party fee unless the appraisal is performed by a person that is licensed or certified under IC 25-34.1-3-8.

(2) Fees for title examination, abstract of title, title insurance, property surveys, or similar purposes.

(4) Fees for the services provided by a loan broker in procuring possible business for a creditor if the fees are paid by the creditor.

IC 23-2.5-1-4"Borrower's residential mortgage loan application information"

Sec. 4. "Borrower's residential mortgage loan application information" means the:

(2) borrower's essential personal and financial information necessary for an informed credit decision to be made concerning the borrower's mortgage loan application.

IC 23-2.5-1-5"Branch manager"

(2) designated by a loan broker to supervise and oversee mortgage loan origination activities conducted at a branch office.

IC 23-2.5-1-6"Branch office"

Sec. 6. "Branch office" means a loan broker office other than the loan broker's principal place of business.

IC 23-2.5-1-7"Branch office license"

Sec. 7. "Branch office license" means a license issued by the commissioner authorizing a loan broker to operate a branch office.

IC 23-2.5-1-8"Commissioner"

Sec. 8. "Commissioner" refers to the securities commissioner appointed under IC 23-19-6-1(a).

IC 23-2.5-1-9"Depository institution"

Sec. 9. "Depository institution" has the meaning set forth in the Federal Deposit Insurance Act (12 U.S.C. 1813(c)) and includes a credit union.

IC 23-2.5-1-10"Encrypted"

Sec. 10. "Encrypted", with respect to personal information, means that the personal information:

(1) has been transformed through the use of an algorithmic process into a form in which there is a low probability of assigning meaning without use of a confidential process or key; or

(2) is secured by another method that renders the personal information unreadable or unusable.

IC 23-2.5-1-11"Immediate family"

IC 23-2.5-1-11.5"Individual"

IC 23-2.5-1-12"Licensee"

IC 23-2.5-1-13"Loan"

Sec. 13. "Loan" means an agreement to advance money or property in return for the promise to make payments for the money or property.

IC 23-2.5-1-14"Loan broker"

Sec. 14. (a) "Loan broker" means a person who, in return for consideration from any source:

a residential mortgage loan from a third party, regardless of whether the person seeking the loan obtains the loan.

(1) a supervised financial organization (as defined in IC 26-1-4-102.5), including a bank, savings bank, trust company, savings association, or credit union;

(ii) taking assignment of consumer sales contracts that are not secured by real estate;

IC 23-2.5-1-15"Loan broker employee"

(1) who is an employee of a single loan broker who is licensed under this article;

(3) who acts at the direction of, and subject to the supervision of, the loan broker; and

IC 23-2.5-1-16"Loan broker license"

Sec. 16. "Loan broker license" means a license issued by the commissioner authorizing a person to engage in the activities of a loan broker.

IC 23-2.5-1-17"Loan broker office"

(1) at which a person holds itself out as engaging in the activities of a loan broker;

(2) the address of which appears on business cards, on stationery, or in advertising in connection with the activities of a loan broker;

(3) at which the person's name, advertising, promotional materials, or signage suggests that residential mortgage loans are originated, negotiated, funded, or serviced; or

(4) where the person otherwise engages in conduct that suggests to the public that the activities of a loan broker may occur at the location.

IC 23-2.5-1-18"Loan processing activities"

Sec. 18. (a) "Loan processing activities" means clerical or support duties performed on behalf of a loan broker with respect to residential mortgage loan origination activities performed by the loan broker.

(1) The receipt, collection, distribution, and analysis of information commonly used in the processing of a residential mortgage loan.

(2) Communicating with a borrower or potential borrower to obtain the information necessary for the processing of a residential mortgage loan, to the extent that the communication does not include:

(B) counseling borrowers or potential borrowers about residential mortgage loan rates or terms.

IC 23-2.5-1-19"Loan processing company"

IC 23-2.5-1-20"Loan processor"

Sec. 20. "Loan processor" means an individual who performs loan processing activities for compensation on behalf of a loan processing company and is not a loan broker employee.

IC 23-2.5-1-21"Mortgage loan origination activities"

Sec. 21. "Mortgage loan origination activities" means performance of any of the following activities for compensation or gain in connection with a residential mortgage loan:

(1) Receiving or recording a borrower's or potential borrower's residential mortgage loan application information in any form for use in a credit decision by a creditor.

IC 23-2.5-1-22"Mortgage loan originator"

Sec. 22. (a) "Mortgage loan originator" means an individual engaged in mortgage loan origination activities.

(1) performs purely administrative or clerical tasks on behalf of a mortgage loan originator or acts as a loan processor;

(2) performs only real estate brokerage activities and is licensed in accordance with IC 25-34.1 or the applicable laws of another state, unless the person is compensated by a creditor, a loan broker, a mortgage loan originator, or an agent of a creditor, a loan broker, or a mortgage loan originator; or

(3) is involved only in extensions of credit relating to time share plans (as defined in 11 U.S.C. 101(53D)).

IC 23-2.5-1-23"Mortgage loan originator license"

Sec. 23. "Mortgage loan originator license" means a license issued by the commissioner authorizing an individual to act as a mortgage loan originator on behalf of a loan broker.

IC 23-2.5-1-24"Nationwide Multistate Licensing System"

Sec. 24. "Nationwide Multistate Licensing System" refers to a multistate licensing system owned and operated by the State Regulatory Registry, LLC, or by a successor or an affiliated entity, for the licensing and registration of:

(4) employees and agents of the persons described in subdivisions (1) through (3).

The term includes "NMLS" and any other name or acronym that may be assigned to the system by the State Regulatory Registry, LLC, or by a successor or an affiliated entity of the State Regulatory Registry, LLC.

IC 23-2.5-1-25"Person"

Sec. 25. "Person" means an individual, a partnership, a trust, a corporation, a limited liability company, a limited liability partnership, a sole proprietorship, a joint venture, a joint stock company, or another group or entity, however organized.

IC 23-2.5-1-26"Personal information"

(E) A financial account number or debit card number in combination with a security code, password, or access code that would permit access to the person's account.

IC 23-2.5-1-27"Manager"

Sec. 27. "Manager" means an individual who has at least three (3) years of experience as a mortgage loan originator and is principally responsible for the supervision and management of the employees and business affairs of not more than five (5) loan broker offices under one (1) company.

IC 23-2.5-1-28Repealed

IC 23-2.5-1-29"Principal place of business"

Sec. 29. "Principal place of business" means the loan broker office designated by a loan broker or an applicant for a loan broker license as the primary or main office. If a loan broker operates only one (1) loan broker office, the loan broker office is considered to be the principal place of business of the loan broker.

IC 23-2.5-1-30"Real estate appraiser"

(1) is licensed as a real estate broker under IC 25-34.1 and performs real estate appraisals within the scope of the person's license;

(2) holds a real estate appraiser license or certificate issued under IC 25-34.1-3-8; or

IC 23-2.5-1-31"Real estate brokerage activity"

Sec. 31. "Real estate brokerage activity" means offering or providing real estate brokerage services to the public, including the following:

(1) Acting as a real estate broker for a buyer, seller, lessor, or lessee of real property.

(2) Bringing together parties interested in the sale, lease, or exchange of real property.

(3) Negotiating, on behalf of a party, any part of a contract concerning the sale, lease, or exchange of real property, other than in connection with obtaining or providing financing for the transaction.

(4) Engaging in an activity for which the person performing the activity is required to be licensed under IC 25-34.1 or the applicable laws of another state.

(5) Offering to engage in any activity, or to act in any capacity with respect to any activity, described in subdivisions (1) through (4).

IC 23-2.5-1-32"Redacted"

Sec. 32. "Redacted", with respect to personal information, means that the personal information has been altered or truncated so that not more than the last four (4) digits of:

IC 23-2.5-1-33"Registered mortgage loan originator"

Sec. 33. "Registered mortgage loan originator" means a mortgage loan originator who:

(ii) regulated by the federal financial institutions regulatory agencies (as defined in 12 U.S.C. 3350(6)); or

(2) is registered with and maintains a unique identifier with the Nationwide Multistate Licensing System.

IC 23-2.5-1-34"Residential mortgage loan"

(1) that is or will be used primarily for personal, family, or household purposes; and

(2) that is secured by a mortgage (or another equivalent consensual security interest) on:

(A) a dwelling (as defined in Section 103(w) of the federal Truth in Lending Act (15 U.S.C. 1602(w)); or

IC 23-2.5-1-35"Residential real estate"

IC 23-2.5-1-36"Securities division"

Sec. 36. "Securities division" refers to the division of the office of the secretary of state described in IC 23-19-6-1(a).

IC 23-2.5-1-37"State licensed mortgage loan originator"

(ii) regulated by the federal financial institutions regulatory agencies (as defined in 12 U.S.C. 3350(6)); or

(B) the Secretary of the United States Department of Housing and Urban Development under Section 1508 of the S.A.F.E. Mortgage Licensing Act of 2008 (Title V of P.L.110-289); and

(4) is registered as a mortgage loan originator with, and maintains a unique identifier through, the Nationwide Multistate Licensing System.

IC 23-2.5-1-38"Ultimate equitable owner"

Sec. 38. "Ultimate equitable owner" means a person that, directly or indirectly, owns or controls ten percent (10%) or more of the equity interest in a loan broker, regardless of whether the person owns or controls the equity interest through:

IC 23-2.5-1-39"Unique identifier"

(2) is assigned by protocols established by the Nationwide Mortgage Licensing System and the federal financial institutions regulatory agencies (as defined in 12 U.S.C. 3350(6)) to facilitate the:

IC 23-2.5-2-1Loan broker regulation account

Sec. 1. (a) The loan broker regulation account is created in the state general fund. The money in the loan broker regulation account may be used only for the regulation of loan brokers and mortgage loan originators under this article.

(b) The loan broker regulation account shall be administered by the treasurer of state. Except as provided in subsection (d), all fees and funds accruing from the administration of this article shall be accounted for by the commissioner and shall be deposited with the treasurer of state who shall deposit them in the loan broker regulation account in the state general fund.

(2) does not revert to any other account within the state general fund at the end of a state fiscal year.

(d) All expenses incurred in the administration of this article shall be paid from appropriations made from the state general fund. However, costs of investigations incurred under this article shall be paid from, and disgorgements of profits and civil penalties recovered under this article shall be deposited in, the securities division enforcement account established by IC 23-19-6-1(f). The funds in the securities division enforcement account shall be available, with the approval of the budget agency, to augment and supplement the funds appropriated for the administration of this article.

IC 23-2.5-3Chapter 3. Licensure and Loan Processing Company Notice Filing Requirements

23-2.5-3-6Registered mortgage loan originator license not required

IC 23-2.5-3-1Loan broker license required

Sec. 1. (a) A person may not engage in the activities of a loan broker in Indiana unless the person first obtains a:

(b) A person desiring to engage in the activities of a loan broker shall apply to the commissioner for a loan broker license under this article.

IC 23-2.5-3-2Mortgage loan originator license required

Sec. 2. (a) An individual may not act as a manager in Indiana unless the individual first obtains a:

(b) An individual may not act as a mortgage loan originator in Indiana unless the individual first obtains a:

(c) An individual desiring to act as a manager or mortgage loan originator on behalf of a loan broker shall apply to the commissioner for a mortgage loan originator license under this article.

IC 23-2.5-3-3Loan processing activities

Sec. 3. An individual may not engage in loan processing activities unless the individual:

IC 23-2.5-3-4Branch office license required

Sec. 4. (a) A loan broker may not operate a branch office in Indiana unless the loan broker first obtains a:

(b) A loan broker shall apply to the commissioner for a branch office license under this article.

IC 23-2.5-3-5Loan processing company notice filing

Sec. 5. Before engaging in loan processing activities, a loan processing company shall file a loan processing company notice filing.

IC 23-2.5-3-6Registered mortgage loan originator license not required

Sec. 6. A registered mortgage loan originator is not required to obtain a license under this article.

23-2.5-4-3Mortgage loan originator license application requirements

23-2.5-4-7Mortgage loan originator license; effective only with employment; transfer of license; notice of termination

23-2.5-4-8Notice of change in material fact or statement in license application

IC 23-2.5-4-1Loan broker license application requirements

Sec. 1. (a) An application for issuance or renewal of a loan broker license must contain the following:

(3) An application fee of two hundred dollars ($200), plus one hundred dollars ($100) for each ultimate equitable owner.

(4) An affidavit affirming that none of the applicant's ultimate equitable owners, directors, managers, or officers have been convicted, in any jurisdiction, of:

(B) an offense involving fraud or deception that is punishable by at least one (1) year of imprisonment;

(5) Evidence that the applicant, if the applicant is an individual, has completed the education requirements under IC 23-2.5-6.

(6) The name and license number of each mortgage loan originator to be employed by the loan broker.

(7) The name and license number of each manager to be employed by the loan broker.

(8) The location of each loan broker office to be operated by the loan broker. If the loan broker operates only one (1) loan broker office or one (1) location at which mortgage loan origination activities occur, that location must be designated as the loan broker's principal place of business.

(9) The name of the individual employed by the loan broker who will serve as branch manager for any branch office operated by the loan broker.

(B) The address of the ultimate equitable owner, including the home address of the ultimate equitable owner if the ultimate equitable owner is an individual.

(C) The telephone number of the ultimate equitable owner, including the home telephone number if the ultimate equitable owner is an individual.

(D) The ultimate equitable owner's Social Security number and date of birth, if the ultimate equitable owner is an individual.

(b) Upon good cause shown, the commissioner may waive the requirements of subsection (a)(4) for one (1) or more of an applicant's ultimate equitable owners, directors, managers, or officers.

IC 23-2.5-4-2Repealed

IC 23-2.5-4-3Mortgage loan originator license application requirements

Sec. 3. (a) An application for issuance or renewal of a mortgage loan originator license must be made on a form prescribed by the commissioner.

(b) An application under subsection (a) must include the following information for the individual who seeks to be licensed as a mortgage loan originator:

(7) Evidence that the individual has completed the education requirements described in IC 23-2.5-6.

(8) An affidavit completed in the manner prescribed by the commissioner stating the address of each location where the individual intends to habitually or repeatedly conduct mortgage loan origination activities.

(A) registration numbers previously issued to the individual under IC 23-2-5, if the applicant was registered as an originator under IC 23-2-5 before its repeal on July 1, 2019; and

(B) license numbers previously issued to the individual under IC 23-2-5 (before its repeal) or this article.

(11) An indication as to whether the mortgage loan originator is the branch manager of a loan broker office and the address of the loan broker office.

(12) Written authorization for the commissioner or an agent of the commissioner to obtain a consumer report (as defined in IC 24-5-24-2) concerning the individual.

IC 23-2.5-4-4Branch office license application requirements

Sec. 4. (a) An application for issuance or renewal of a branch office license must be made on a form prescribed by the commissioner.

(b) An application under subsection (a) must include the following information for the location for which licensure as a branch office is sought:

(2) The name and license number of the manager who will be designated by the loan broker to supervise the branch office.

(3) The name and license number of the individual who will be designated to act as branch manager of the branch office.

IC 23-2.5-4-5Issuance and renewal of license

Sec. 5. (a) The commissioner shall issue a license and license number to an applicant for a license issued under this chapter if the applicant meets the applicable licensure requirements under this chapter.

(b) A license issued under this chapter expires on December 31 of the year during which the license is issued.

(c) If an initial or a renewal application for a license is denied or withdrawn, the commissioner shall retain the application fee paid.

IC 23-2.5-4-6License renewal required

(1) filing with the commissioner, before the date on which the license expires, an application containing any information the commissioner requires to indicate any material change from the information contained in the applicant's original application or any previous application; and

(2) including, with the filing under subdivision (1), the applicable application fee specified in this chapter.

As added by P.L.175-2019, SEC.2. Amended by P.L.158-2022, SEC.1; P.L.89-2024, SEC.13.

IC 23-2.5-4-7Mortgage loan originator license; effective only with employment; transfer of license; notice of termination

Sec. 7. (a) The license of a mortgage loan originator is not effective during any period during which the mortgage loan originator is not employed by a loan broker that is licensed under this article.

(b) If a licensed mortgage loan originator seeks to transfer the licensee's license to another loan broker who desires to have the licensee act as a manager or mortgage loan originator, whichever applies, the licensee shall, before acting as a manager or mortgage loan originator for the new employer, submit to the commissioner, on a form prescribed by the commissioner, a license application required by section 3 of this chapter.

the loan broker shall, not later than five (5) days after the date of the termination, notify the commissioner of the termination and the reasons for the termination.

IC 23-2.5-4-8Notice of change in material fact or statement in license application

Sec. 8. (a) If a material fact or statement included in an application for a license under this chapter changes after the application has been submitted, the applicant shall provide written notice to the commissioner of the change.

(b) The commissioner may deny issuance, revoke, or refuse to renew a license under this article if the applicant or licensee:

(1) fails to provide the written notice required by this section within two (2) business days after the date on which the applicant or licensee discovers or should have discovered the change; or

(2) is not qualified for licensure under this article as a result of the change in a material fact or statement.

IC 23-2.5-4-9Agent for service of process

Sec. 9. An applicant for licensure, or renewal of a license, under this chapter shall file with the commissioner, in a form prescribed by the commissioner, an irrevocable consent appointing the secretary of state as the applicant's agent for service of process in any noncriminal suit, action, or proceeding against the applicant arising from the violation of this article. Service shall be made in accordance with the Indiana Rules of Trial Procedure.

IC 23-2.5-4-10National criminal history background check

Sec. 10. (a) At the time of application for an initial license under this chapter, the commissioner shall require the following to submit fingerprints for a national criminal history background check (as defined in IC 10-13-3-12) for use by the commissioner in determining whether the equitable owner of a loan broker, an individual described in subdivision (1), or the applicant should be denied issuance of a license under this chapter for a reason set forth in IC 23-2.5-11-1 or IC 23-2.5-11-2:

(1) In the case of an applicant for licensure as a loan broker, each ultimate equitable owner, equitable owner, director, manager, and officer.

(b) Every three (3) years at the time of application for renewal of a license issued under this chapter, beginning with the third calendar year following the calendar year during which the initial license is issued, the commissioner shall require the following to submit fingerprints for a national criminal history background check (as defined in IC 10-13-3-12) for use by the commissioner in determining whether the equitable owner of a loan broker, an individual described in subdivision (1), or the applicant should be denied renewal of a license under this chapter for a reason set forth in IC 23-2.5-11-1 or IC 23-2.5-11-2:

(1) In the case of an applicant for licensure as a loan broker, each ultimate equitable owner, equitable owner, director, manager, and officer.

(c) The individual whose fingerprints are submitted under this section shall pay any fees or costs associated with the fingerprints and background check required by this section.

(d) The commissioner may not release the results of a background check required by this section to any private entity.

IC 23-2.5-4-11Financial responsibility of applicant

Sec. 11. In reviewing a consumer report obtained under section 3(b)(12) of this chapter, the commissioner may consider one (1) or more of the following in determining whether the individual applicant has demonstrated financial responsibility:

(2) Current outstanding civil judgments against the individual, except judgments resulting solely from medical expenses owed by the individual.

(4) Foreclosure actions filed during the most recent three (3) years against property owned by the individual.

(5) Any pattern of seriously delinquent accounts associated with the individual during the most recent three (3) years.

IC 23-2.5-4-12Electronic surety bond

(3) covers the activities of each manager and mortgage loan originator employed by the loan broker.

IC 23-2.5-4-13Evidence of compliance

Sec. 13. (a) The commissioner may request evidence of compliance with this chapter at any of the following times:

(b) For purposes of subsection (a), evidence of compliance with this chapter must include a criminal background check, including a national criminal history background check (as defined in IC 10-13-3-12) by the Federal Bureau of Investigation.

IC 23-2.5-4-14Unique identifier; use restricted

Sec. 14. A unique identifier obtained by an individual from the Nationwide Multistate Licensing System as required by IC 23-2.5-3-1, IC 23-2.5-3-2, and IC 23-2.5-3-3 may not be used for purposes other than the purposes set forth in the S.A.F.E. Mortgage Licensing Act of 2008 (Title V of P.L.110-289).

IC 23-2.5-5Chapter 5. Loan Processing Company Notice Filing and Renewal

23-2.5-5-2Form and content of loan processing company notice filing

23-2.5-5-3Loan processing company notice filing; annual renewal

23-2.5-5-4Employment for loan processing activities; requirements

23-2.5-5-6Loan processing company or loan processor violations

IC 23-2.5-5-1Loan processing company notice filing

Sec. 1. Before engaging in loan processing activities, a loan processing company shall file, via the Nationwide Multistate Licensing System, a loan processing company notice filing.

IC 23-2.5-5-2Form and content of loan processing company notice filing

Sec. 2. A loan processing company notice filing must be made on a form prescribed by the commissioner and include all of the following:

(1) The loan processing company's business name, address, and state of incorporation or business registration.

(2) The names of the owners, officers, members, or partners who control the loan processing company.

(3) The name of each individual who is employed by the loan processing company, including the unique identifier from the Nationwide Multistate Licensing System of each loan processor.

(B) engaged the loan processing company to perform loan processing activities during the preceding calendar year.

(5) An attestation stating that each loan processor employed by the loan processing company has completed the education and examination requirements of a mortgage loan originator license under this article.

IC 23-2.5-5-3Loan processing company notice filing; annual renewal

Sec. 3. (a) A loan processing company notice filing described in section 2 of this chapter:

(b) A loan processing company shall update and renew the loan processing company's notice filing before the date on which the loan processing company notice filing expires by resubmitting the information and fee set forth in section 2 of this chapter.

(c) A loan processing company that engages in loan processing activities without filing or renewing a loan processing company notice filing as required by this chapter violates this article.

IC 23-2.5-5-4Employment for loan processing activities; requirements

Sec. 4. A loan processing company may not employ an individual to engage in loan processing activities unless the individual:

(1) has completed the education and examination requirements for a mortgage loan originator; and

(2) is registered to conduct business in Indiana through the Nationwide Multistate Licensing System.

IC 23-2.5-5-5Burden of proof of compliance

Sec. 5. A loan processing company bears the burden of showing that the loan processing company is in compliance with this chapter.

IC 23-2.5-5-6Loan processing company or loan processor violations

Sec. 6. (a) If the commissioner determines that a loan processing company or loan processor has violated this article, the commissioner may issue any notice or order determined by the commissioner to be in the public interest.

IC 23-2.5-5-7Agent for service of process

Sec. 7. (a) A loan processing company shall, before engaging in loan processing activities, file with the commissioner on a form prescribed by the commissioner an irrevocable consent appointing the secretary of state as the loan processing company's agent to receive service of process in a noncriminal suit, action, or proceeding against the loan processing company arising from a violation of this article.

(b) Service of process described in subsection (a) must be made in accordance with Indiana Rules of Trial Procedure.

IC 23-2.5-5-8Ceasing loan processing activities; requirements

Sec. 8. If a loan processing company ceases to engage in loan processing activities for any reason, the loan processing company shall do the following:

(1) Before ceasing loan processing activities, arrange for the preservation and maintenance of the records described in IC 23-2.5-9-2 for the remainder of the two (2) year maintenance period required by IC 23-2.5-9-2.

(2) Notify the commissioner of the exact physical address where the records will be maintained under subdivision (1).

23-2.5-6-2Continuing academic education required for licensure

23-2.5-6-3License lapse or expiration; educational requirements for licensure

23-2.5-6-4Commissioner review and approval of internal academic education programs

23-2.5-6-5Mortgage loan originator; written examination requirements

23-2.5-6-6Mortgage loan originator activities license or registration lapse or expiration; written examination for licensure or registration

IC 23-2.5-6-1Academic education required for licensure

Sec. 1. (a) An applicant for an initial license under IC 23-2.5-4 shall provide to the commissioner evidence that, during the twenty-four (24) month period immediately preceding the application, the applicant completed at least twenty (20) hours of academic education that is acceptable to the commissioner and approved by the Nationwide Multistate Licensing System.

(1) Three (3) hours of federal law and regulations concerning residential mortgage lending.

(2) Three (3) hours of ethics, including instruction on fraud, consumer protection, and fair lending practices.

(3) Two (2) hours of training concerning lending standards for nontraditional residential mortgage loan products.

(4) Two (2) hours of state law and rules concerning residential mortgage lending.

IC 23-2.5-6-2Continuing academic education required for licensure

Sec. 2. (a) To maintain a license issued under IC 23-2.5-4, an individual shall provide to the commissioner evidence that the individual has, during each calendar year after the year during which the license is initially issued, completed at least eight (8) hours of academic education that is acceptable to the commissioner and approved by the Nationwide Multistate Licensing System.

(1) Three (3) hours of federal law and regulations concerning residential mortgage lending.

(2) Two (2) hours of ethics, including instruction on fraud, consumer protection, and fair lending practices.

(3) Two (2) hours of training concerning lending standards for nontraditional residential mortgage loan products.

IC 23-2.5-6-3License lapse or expiration; educational requirements for licensure

Sec. 3. If a license issued under IC 23-2.5-4 lapses or expires for a period of at least five (5) years, the former licensee must complete the initial license educational requirements specified in section 1 of this chapter.

IC 23-2.5-6-4Commissioner review and approval of internal academic education programs

Sec. 4. (a) In determining the acceptability of academic education, the commissioner shall consider approval of a licensee's internal academic education programs completed by employees.

(b) The commissioner may charge a fee, in an amount prescribed by the commissioner, for the commissioner's review of an education course to determine acceptability of the course as required by this chapter.

IC 23-2.5-6-5Mortgage loan originator; written examination requirements

Sec. 5. (a) The commissioner shall require an applicant for licensure as a mortgage loan originator under IC 23-2.5-4 to pass a written examination prepared and administered by the commissioner or an agent appointed by the commissioner and approved by the Nationwide Multistate Licensing System.

(b) The written examination required by this section must measure the applicant's knowledge and comprehension in appropriate subject areas, including the following:

(2) Federal laws and regulations concerning the origination of residential mortgage loans.

(3) State laws and rules concerning the origination of residential mortgage loans.

(c) An individual who answers at least seventy-five percent (75%) of the questions on the written examination correctly is considered to have passed the examination.

(d) An individual who does not pass the written examination may retake the examination not more than two (2) additional times, with each subsequent attempt occurring at least thirty (30) days after the date on which the individual last sat for the examination.

(e) If an individual fails three (3) consecutive examinations, the individual must wait to retake the examination until at least six (6) months after the date on which the individual sat for the third examination.

IC 23-2.5-6-6Mortgage loan originator activities license or registration lapse or expiration; written examination for licensure or registration

Sec. 6. If an individual who has been issued a mortgage loan originator license under this article, or a license or registration issued by another state or jurisdiction allowing the individual to perform mortgage loan origination activities:

(2) otherwise has not been a registered mortgage loan originator, been issued a mortgage loan originator license, or otherwise maintained a license or registration to perform mortgage loan origination activities;

for a period of at least five (5) years, the individual must pass the written examination required by this chapter as a condition of relicensure or reregistration.

IC 23-2.5-6-7Written examination; time to obtain license

Sec. 7. If an individual does not obtain a license within two (2) years after the date on which the individual passes the written examination for the license as required by this chapter, the commissioner may not issue the license to the individual unless the individual passes the written examination again.

23-2.5-7-1Loan broker employment of manager or mortgage loan originator; license required

23-2.5-7-3Loan processor or underwriter activities; representation to public

IC 23-2.5-7-1Loan broker employment of manager or mortgage loan originator; license required

Sec. 1. A loan broker shall not employ an individual to act as a manager or mortgage loan originator unless the individual is licensed under this article as a mortgage loan originator.

IC 23-2.5-7-2Loan processing activities; notice filing required

Sec. 2. A loan broker shall not engage the services of a person to perform loan processing activities unless the person has complied with the loan processing company notice filing requirements of IC 23-2.5-5.

IC 23-2.5-7-3Loan processor or underwriter activities; representation to public

Sec. 3. An individual who acts solely as a loan processor or an underwriter shall not represent to the public through:

(2) other means of communicating or providing information, including business cards, stationery, brochures, signs, rate lists, or other promotional items;

that the individual will perform mortgage loan origination activities or otherwise act as a mortgage loan originator.

IC 23-2.5-7-4Responsibilities of manager

Sec. 4. A loan broker shall, in accordance with section 5 of this chapter, employ and designate a manager who is responsible for supervising the:

IC 23-2.5-7-5Manager; supervising activities limitation

Sec. 5. (a) A manager designated by a loan broker under section 4 of this chapter may supervise not more than five (5) loan broker offices operated by the loan broker, including the principal place of business and any branch offices of the same company.

(b) A loan broker shall employ a sufficient number of additional managers designated as supervisors to accommodate any branch offices:

IC 23-2.5-7-6Annual loan broker office compliance examinations

Sec. 6. (a) A manager shall complete at least one (1) compliance examination per year of each loan broker office for which the manager is the supervisor designated under section 4 of this chapter.

(b) A loan broker shall maintain complete documentation of each examination conducted by a manager under subsection (a):

(2) for a minimum of five (5) years after the calendar year in which the examination is completed.

IC 23-2.5-7-7Branch office manager

Sec. 7. (a) A loan broker that operates a branch office shall designate a unique individual to act as branch manager of the branch office.

(b) A branch manager designated under subsection (a) shall be licensed under this article as a mortgage loan originator.

IC 23-2.5-7-8Loan broker employees; steps to prevent violation

Sec. 8. A loan broker that fails to take reasonable steps to prevent a violation of this article by a mortgage loan originator or other individual employed by the loan broker may subject the loan broker to discipline under IC 23-2.5-11.

IC 23-2.5-7-9Manager; steps to prevent violation

Sec. 9. A manager who fails to take reasonable steps to prevent a violation of this article:

IC 23-2.5-7-10Branch manager; steps to prevent violation

Sec. 10. A branch manager who fails to take reasonable steps to prevent a violation of this article by an individual who works at the branch manager's designated branch office may subject the branch manager to discipline under IC 23-2.5-11.

IC 23-2.5-7-11Loan broker review of loan processing company work

Sec. 11. (a) A loan broker shall diligently review work performed on the loan broker's behalf by a loan processing company.

(b) A loan broker that fails to take reasonable steps to review work performed by a loan processing company on the loan broker's behalf may subject the loan broker to discipline under IC 23-2.5-11.

23-2.5-8-2Real estate appraiser; influence; ownership or interest

23-2.5-8-7Loan broker ceasing to do business; records; notice to commissioner

IC 23-2.5-8-1Loan broker contract

Sec. 1. (a) A contract for the services of a loan broker is not enforceable unless the contract is in writing and signed by each of the contracting parties.

(b) At the time a contract for the services of a loan broker is signed, the loan broker shall provide the following to each party to the contract:

(2) A written disclosure of any agreement entered into by the loan broker to procure loans exclusively from one (1) lender.

"No statement or representation by a loan broker is valid or enforceable unless the statement or representation is in writing.".

(d) This section does not apply to a contract that provides for the payment of referral fees by a lender or a third party.

IC 23-2.5-8-2Real estate appraiser; influence; ownership or interest

Sec. 2. (a) A licensee or a person required to be licensed under this article shall not knowingly bribe, coerce, or intimidate another person to corrupt or improperly influence the independent judgment of a real estate appraiser with respect to the value of real estate offered as security for a residential mortgage loan.

(c) This subsection applies to a person or combination of persons described in subsection (b) who own or control a majority interest in an appraisal company on June 30, 2007. The prohibition set forth in subsection (b) does not apply to a person or combination of persons described in this subsection, subject to the following:

(1) The interest in the appraisal company owned or controlled by the person or combination of persons shall not be increased after June 30, 2007.

(2) The interest of a licensee shall not be transferred to a member of the licensee's immediate family.

(3) If the commissioner determines that any person or combination of persons described in subsection (b) has violated this chapter, the commissioner may order one (1) or more of the persons to divest their interest in the appraisal company. The commissioner may exercise the remedy provided by this subdivision in addition to, or as a substitute for, any other remedy available to the commissioner under this article.

IC 23-2.5-8-3Contract rescission; consideration

Sec. 3. (a) If a transaction for which a loan broker has charged a fee is rescinded by a person under the federal Truth in Lending Act (15 U.S.C. 1601-1667e) within twenty (20) calendar days after the date on which a notice of the rescission is delivered to the creditor, the loan broker shall return to the person any consideration received by the loan broker other than bona fide third party fees.

(b) For purposes of calculating the period during which a person may avoid a contract under IC 24-5-10-8 or IC 24-4.5-2-502, a contract with a loan broker is considered to be a sale of services that occurs on the date on which the person signs the written contract required by section 1 of this chapter.

IC 23-2.5-8-4Loan broker agreement account number

IC 23-2.5-8-5Loan broker records

Sec. 5. A loan broker shall maintain the following records, or the electronic equivalent of the following:

(1) A file for each borrower or prospective borrower that contains the following:

(C) A copy of any other paper or instrument used in connection with the loan broker agreement and signed by the borrower or prospective borrower.

(D) If a loan was obtained for the borrower, the name and address of the creditor.

(F) The amount of the loan broker's fee paid by the borrower. If there is an unpaid balance, the status of any collection effort.

(B) trial balance sheet and profit and loss statement, prepared within thirty (30) days of the date on which the commissioner requests the information.

(A) all advertisements, pamphlets, circulars, letters, articles, Internet publications, or communications published:

(A) lists all residential mortgage loans originated by the loan broker, including pending loans and loans that were not closed;

(B) is searchable by, or organized according to, the borrower's or prospective borrower's last name; and

(v) The status of the loan, including the date of closing or denial by the creditor.

The report required by this subdivision may be prepared or produced by or through the loan broker's loan origination software or other software used by the loan broker.

IC 23-2.5-8-6Loan broker record maintenance

(1) maintained for two (2) years in the office of the loan broker in which the loan was originated; and

(2) separate or readily identifiable from the records of any other business that is conducted in the office of the loan broker.

(b) If the office in which records must be maintained under this section is located outside Indiana, the records must be:

(2) maintained electronically and made available to the securities division not later than ten (10) business days after a request by the securities division to inspect or examine the records.

IC 23-2.5-8-7Loan broker ceasing to do business; records; notice to commissioner

Sec. 7. (a) A loan broker that ceases to conduct business as a loan broker or allows the loan broker license to lapse shall, before ceasing to conduct business as a loan broker, arrange for the preservation of the records specified in section 5 of this chapter for the remainder of the period specified in section 6(a)(1) of this chapter during which the loan broker ceases to conduct business as a loan broker.

(b) A loan broker described in subsection (a) shall notify the commissioner of the exact address of the physical location where the books and records will be maintained during the period described in subsection (a).

IC 23-2.5-8-8Security breach of loan broker record

(2) containing the unencrypted, unredacted personal information of a borrower or prospective borrower;

occurs, the loan broker is subject to the disclosure requirements of IC 24-4.9-3, unless the loan broker is exempt from the disclosure requirements under IC 24-4.9-3-4.

IC 23-2.5-8-9Licensee disposal of records

Sec. 9. A licensee may not dispose of the unencrypted, unredacted personal information of a borrower or prospective borrower without first shredding, incinerating, mutilating, erasing, or otherwise rendering the information illegible or unusable.

IC 23-2.5-8-10Prospective borrower funds; requirements

Sec. 10. If a licensee or a person required to be licensed under this article possesses funds that belong to another person, including money received by or on behalf of a prospective borrower, the licensee or person required to be licensed shall:

(1) upon request of the prospective borrower, account for the funds possessed for the prospective borrower;

(2) follow reasonable and lawful instructions from the prospective borrower concerning the prospective borrower's funds; and

(3) return the prospective borrower's unspent funds to the prospective borrower in a timely manner.

IC 23-2.5-8-11Loan broker reports of condition

Sec. 11. (a) A loan broker shall, when required by the commissioner, submit reports of condition to the:

(b) A report required by this section must be in the form and contain the information required by the commissioner.

IC 23-2.5-9Chapter 9. Residential Mortgage Loan Transaction Documents

23-2.5-9-5Loan processing company records; commissioner examination

IC 23-2.5-9-1Loan broker agreement; licensee information

Sec. 1. A loan broker agreement that is delivered or required to be delivered by a licensee to a borrower or prospective borrower must contain the license number of:

IC 23-2.5-9-2Loan processing company records

Sec. 2. (a) A loan processing company shall maintain records of all residential mortgage loan transactions conducted by the loan processing company as follows:

(1) The records required to be maintained under this section are the records pertaining to the part of each transaction the loan processing company conducts.

(2) The records must be maintained for at least two (2) years in the office of the loan processing company.

(3) The records must be readily identifiable or separate from the records of any other business conducted by the loan processing company.

(b) If the office in which records are maintained under this section is not located in Indiana, the records must be:

(2) maintained electronically and made available to the securities division not later than ten (10) business days after a request by the securities division to inspect or examine the records.

IC 23-2.5-9-3Loan processing company breach; disclosure

(2) contain the unencrypted, unredacted personal information of one (1) or more borrowers or prospective borrowers;

the loan processing company is subject to the disclosure requirements under IC 24-4.9-3. However, this section does not apply if the loan processor is exempt from the disclosure requirements under IC 24-4.9-3-4.

IC 23-2.5-9-4Loan processing company records disposal

Sec. 4. A loan processing company may not dispose of the unencrypted, unredacted personal information of one (1) or more borrowers or prospective borrowers without first shredding, incinerating, mutilating, erasing, or otherwise rendering the information illegible or unusable.

IC 23-2.5-9-5Loan processing company records; commissioner examination

Sec. 5. The commissioner may examine the books and records of a loan processing company as often as the commissioner considers necessary to verify that the loan processing company is compliant with this article.

IC 23-2.5-9-6Loan processor; federal law compliance

IC 23-2.5-9-7Loan processor; loan processor company; violations

Sec. 7. The following are subject to disciplinary proceedings under IC 23-2.5-11 for a violation of this article:

23-2.5-10-1Violations in connection with loan broker agreement

IC 23-2.5-10-1Violations in connection with loan broker agreement

Sec. 1. (a) A person shall not, in connection with a contract for the services of a loan broker, do any of the following:

(2) Make any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of circumstances under which they are made, not misleading.

(3) Engage in an act, a practice, or a course of business that operates or would operate as a fraud or deceit on a person.

(4) Collect or solicit consideration, except a bona fide third party fee, in connection with a residential mortgage loan before the loan is closed.

(5) Receive funds that the person knows were generated as a result of a fraudulent act.

(6) File or cause to be filed with a county recorder a document that the person knows:

(B) omits a statement of a material fact that is necessary to make the statements that are made, in the light of circumstances under which they are made, not misleading.

(7) Knowingly release or disclose the unencrypted, unredacted personal information of a borrower or prospective borrower, unless the personal information is used in an activity authorized by the borrower or prospective borrower under any of the following circumstances:

(B) The personal information is used to obtain a consumer report (as defined in IC 24-5-24-2) for an applicant for credit.

However, personal information allowed to be disclosed under this clause may not be printed in whole or in part on a postcard or other mailer that does not require an envelope, or in a manner that makes the personal information visible on an envelope or a mailer without the envelope or mailer being opened.

(8) Engage in reckless or negligent activity allowing the release or disclosure of the unencrypted, unredacted personal information of a borrower or prospective borrower, including an action prohibited by IC 23-2.5-8-9.

(9) Knowingly bribe, coerce, or intimidate another person to corrupt or improperly influence the independent judgment of a real estate appraiser with respect to the value of real estate offered as security for a residential mortgage loan, as prohibited by IC 23-2.5-8-2.

(11) Omit a material fact or fail to promptly correct a misstatement of material fact in an application made to the commissioner under this article.

(b) A person who commits an act described in subsection (a) is subject to disciplinary proceedings under IC 23-2.5-11.

23-2.5-11-1Permissive actions; denial of licensure application or renewal; suspension; revocation

23-2.5-11-2Required actions; denial of licensure application or renewal; suspension; revocation

23-2.5-11-9Court to compel obedience to subpoena, order, or demand

23-2.5-11-13Admissibility of copied statements, documents, and records

23-2.5-11-14Court compelled obedience to subpoena, order, or demand

23-2.5-11-15Contempt of court; liability for damages; contract void

23-2.5-11-16Securities division and department of financial institutions; cooperation

IC 23-2.5-11-1Permissive actions; denial of licensure application or renewal; suspension; revocation

Sec. 1. The commissioner may deny an application for an initial or a renewal license under this article, and may suspend or revoke the license of a licensee, if the applicant, the licensee, or an ultimate equitable owner of a loan broker or an applicant for a loan broker license:

(ii) an agency or administrator that regulates securities, commodities, banking, financial services, insurance, real estate, or the real estate appraisal industry;

(B) been found, after notice and opportunity for hearing, to have violated the securities, commodities, banking, financial services, insurance, real estate, or real estate appraisal laws of the state or any other jurisdiction;

(2) except as provided in section 2(1) of this chapter with respect to the activities of a loan broker, has:

(A) been denied the right to do business in the securities, commodities, banking, financial services, insurance, real estate, or real estate appraisal industry; or

(B) had the person's authority to do business in the securities, commodities, banking, financial services, insurance, real estate, or real estate appraisal industry revoked or suspended;

by the state or another state, federal, or foreign governmental agency or self-regulatory organization;

(6) has been convicted, during the ten (10) years preceding the date of the application, renewal, or review, of a crime, other than a felony, involving fraud or deceit;

(7) if the person is a loan broker, has failed to reasonably supervise the person's mortgage loan originators, loan processors or underwriters, or employees to ensure compliance with this article;

(8) is on the most recent tax warrant list supplied to the commissioner by the department of state revenue;

(9) has engaged in dishonest or unethical practices, as determined by the commissioner; or

(10) has, after receiving a request from the securities division for additional documentation or information in connection with an application for an initial or renewal license, failed to properly respond to the request within thirty (30) days after the date on which the person receives the request.

IC 23-2.5-11-2Required actions; denial of licensure application or renewal; suspension; revocation

Sec. 2. The commissioner shall deny an application for an initial or a renewal license under this article, and shall revoke the license of a licensee, if the applicant, the licensee, or an ultimate equitable owner of a loan broker or an applicant for a loan broker license:

revoked by the commissioner or the appropriate regulatory agency in another jurisdiction, whichever applies;

(2) has been convicted of or pleaded guilty or nolo contendere to a felony in a domestic, foreign, or military court:

(A) during the seven (7) year period immediately preceding the date of the application or renewal; or

(B) at a time preceding the date of the application or renewal if the felony involved an act of fraud or dishonesty, a breach of trust, or money laundering;

(4) fails to demonstrate the financial responsibility, character, and general fitness necessary to:

(A) command the confidence of the community in which the applicant or licensee engages or will engage in the activities of a loan broker; and

(B) warrant a determination by the commissioner that the applicant or licensee will operate honestly, fairly, and efficiently according to the requirements of this article;

(B) allow the commissioner or an agent appointed by the commissioner to inspect or examine a loan broker's books and records to determine compliance with IC 23-2.5-8.

IC 23-2.5-11-3Investigation; orders; penalties

Sec. 3. (a) If the commissioner determines that a person has engaged in or is about to engage in an act or a practice that violates this article or a rule or an order under this article, the commissioner may investigate and issue:

(1) with a prior hearing if there exists no substantial threat of immediate irreparable harm; or

(2) without a prior hearing if there exists a substantial threat of immediate irreparable harm;

orders and notices determined by the commissioner to be in the public interest, including cease and desist orders, orders to show cause, and notices.

(b) After notice and hearing, the commissioner may enter an order of rescission, restitution, or disgorgement, including interest at the rate of eight percent (8%) per year, directed to a person who the commissioner determines has violated this article or a rule or an order under this article.

(c) If the commissioner determines, after a hearing, that a person has violated this article or a rule or an order under this article, the commissioner may, in addition to other remedies, impose a civil penalty on the person in an amount not to exceed ten thousand dollars ($10,000) for each violation.

(d) Upon the commissioner's issuance under subsection (a) of an order or notice without a prior hearing, the commissioner shall promptly notify:

(2) if the subject of the order or notice is a mortgage loan originator or a manager, the loan broker for whom the mortgage loan originator or manager is employed;

(3) Notice that upon the commissioner's receipt of a written request from the person against which the order or notice is issued, the matter will be set for a hearing to commence not later than:

(A) fifteen (15) business days after the commissioner's receipt of the request if the original order or notice issued by the commissioner was a summary suspension, summary revocation, or denial of a license; and

(B) forty-five (45) business days after the commissioner's receipt of the request for any other order or notice, unless the respondent consents to a later date.

an order or notice issued under this section remains in effect until the order or notice is modified or vacated by the commissioner.

(g) If a hearing is requested under subsection (e) or ordered by the commissioner, the commissioner, after notice of an opportunity for hearing, may modify or vacate the order or notice or extend the order or notice until final determination.

IC 23-2.5-11-4Censure; permanent bar

(B) an officer, a director, an ultimate equitable owner, or an equitable owner of a loan broker; or

(B) employed by, or affiliated with, a person that is licensed under this article;

IC 23-2.5-11-5Notice before final order

Sec. 5. (a) Except as provided in subsection (b), the commissioner may not enter a final order:

(1) denying, suspending, or revoking the license of an applicant or a licensee; or

without prior notice to all interested parties, opportunity for a hearing, and written findings of fact and conclusions of law.

(c) Upon the entry of a summary order under subsection (b), the commissioner shall promptly notify all interested parties:

(3) that, upon receipt by the commissioner of a written request from a party, the matter will be set for hearing to commence not later than forty-five (45) business days after the commissioner's receipt of the request.

the summary order remains in effect until the summary order is modified or vacated by the commissioner.

(e) If a hearing is requested under subsection (c) or ordered by the commissioner, the commissioner may:

modify or vacate the summary order or extend the summary order until final determination is made.

IC 23-2.5-11-6Implementation; rules; commissioner actions

(3) Repeal rules, including rules and forms governing applications, notice filings, reports, and other records.

(4) Define terms consistent with this article, whether or not used in this article.

(A) in connection with an application for licensure, or a license issued, under this article;

(B) whenever it appears to the commissioner, upon the basis of a complaint or information, that reasonable grounds exist for the belief that an investigation or examination is necessary or advisable for the more complete protection of the interests of the public; and

(C) including investigations and examinations of a loan broker office, principal place of business, branch office, location listed in a mortgage loan originator's application under IC 23-2.5-4-3, appraisal company, or loan processing company.

(6) Charge, as costs of investigation or examination, reasonable expenses including:

to be paid by the person that is under investigation or examination and that is determined to have violated this article.

(7) After conducting an investigation or examination, issue notices and orders, including cease and desist notices and orders. A notice or order issued under this subdivision must include the following:

(B) Notice that if the commissioner receives from the person a written request for a hearing concerning the notice or order, a hearing will be set not later than:

(i) fifteen (15) business days after the commissioner receives the request if the original order issued by the commissioner was a summary suspension, summary revocation, or denial of a license; and

(ii) forty-five (45) business days after the commissioner receives the request for an order not described in item (i).

(8) Sign, or delegate to a deputy commissioner the authority to sign orders, official certifications, documents, or papers issued under this article.

(12) Receive reports of investigators or other officers or employees of the state or a municipal corporation or governmental subdivision in Indiana.

(17) Order the same fees and mileage allowances provided for witnesses in civil cases to be paid to each witness who appears under the commissioner's order to testify before the commissioner.

(18) Provide interpretive opinions or issue determinations that the commissioner will not institute a proceeding or an action under this article against a specified person for engaging in a specified act, practice, or course of business if:

(A) the request for the interpretive opinion or determination is made after the date on which the specified act, practice, or course of business occurs; and

(19) Adopt rules to establish fees for individuals requesting an interpretive opinion or a determination under subdivision (18).

(A) designate a multistate automated licensing system and repository (including the Nationwide Multistate Licensing System), established and operated by a third party, to serve as the sole entity responsible for:

(i) processing applications for license issuance and renewal under this article; and

(ii) performing other services that the commissioner determines are necessary for the orderly administration of the securities division's licensing system; and

(B) take action necessary to allow the securities division to participate in a multistate automated licensing system and repository described in clause (A).

(b) The commissioner's authority to designate a multistate automated licensing system and repository under subsection (a)(20) is subject to the following:

(B) an employee or agent of a person that is not required to be licensed under this article;

to submit information to or participate in the multistate automated licensing system and repository.

(2) The commissioner may require a person that is required under this article to submit information to the multistate automated licensing system and repository to pay a processing fee considered to be reasonable by the commissioner.

(2) Establish a process by which a mortgage loan originator may challenge information entered by the commissioner into the Nationwide Multistate Licensing System.

IC 23-2.5-11-7Immunity of witness

Sec. 7. (a) If a witness, in a hearing, an inquiry, or an investigation conducted under this article, refuses to answer a question or produce an item, the commissioner may file a written petition with the circuit or superior court in the county where the hearing, investigation, or inquiry is conducted requesting a hearing on the refusal.

(b) The court described in subsection (a) shall hold a hearing to determine if the witness may refuse to answer the question or produce the item.

(c) If the court described in subsection (a) determines that the witness, based upon the witness's privilege against self-incrimination, may properly refuse to answer or produce an item, the commissioner may make a written request that the court grant use immunity to the witness.

(d) Upon written request of the commissioner under subsection (c), the court shall grant use immunity to the witness and instruct the witness, by written order or in open court, that:

(1) any evidence the witness gives, or evidence derived from the evidence given, may not be used in a criminal proceeding against the witness, unless the evidence is volunteered by the witness or is not responsive to a question; and

(2) the witness must answer the questions asked and produce the items requested.

(e) A grant of use immunity under this section does not prohibit evidence that the witness gives in a hearing, investigation, or inquiry from being used in a prosecution for perjury under IC 35-44.1-2-1.

(f) If a witness refuses to give evidence after the witness has been granted use immunity, the court may find the witness in contempt.

IC 23-2.5-11-8Certificate of compliance or noncompliance

Sec. 8. (a) In a prosecution, action, suit, or proceeding based on or arising out of this article, the commissioner may sign a certificate showing compliance or noncompliance with this article by any person.

(b) A certificate signed under subsection (a) constitutes prima facie evidence of compliance or noncompliance with this article and is admissible in evidence in an action at law or in equity to enforce this article.

IC 23-2.5-11-9Court to compel obedience to subpoena, order, or demand

Sec. 9. (a) This section applies when a person or witness takes an action as follows:

(B) order or demand requiring the production of books, accounts, papers, records, documents, or other evidence or information as provided in this article.

(B) testify to a matter about which the witness may be lawfully interrogated; or

(1) the circuit or superior court of the county in which the hearing, inquiry, or investigation described in subsection (a) is held, if:

(4) after June 30, 2020, an administrative law judge assigned, after request by the commissioner, by the office of administrative law proceedings established by IC 4-15-10.5-7;

shall compel compliance with the lawful requirements of the subpoena, order, or demand, compel the production of the necessary or required books, papers, records, documents, and other evidence and information, and compel the witness to attend in an Indiana county and to testify to any matter about which the witness may lawfully be interrogated, and to take or subscribe to any oath required.

IC 23-2.5-11-10Action to enforce penalty

Sec. 10. The commissioner may bring an action in the circuit or superior court of Marion County to enforce payment of a penalty imposed under this article.

IC 23-2.5-11-11Action to enjoin; other relief

Sec. 11. (a) If the commissioner believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business that:

a violation of this article or a rule adopted or an order issued under this article, the commissioner may maintain an action in the circuit or superior court in the county where the investigation or inquiry is being conducted to enjoin the act, practice, or course of business and to enforce compliance with this article or a rule adopted or an order issued under this article.

(1) issue a permanent or temporary injunction, restraining order, or declaratory judgment;

(A) an asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator;

(i) take control of a respondent's property, including investment accounts and accounts in a depository institution, rents, and profits;

(C) imposing a civil penalty of not more than ten thousand dollars ($10,000) per violation and an order of rescission, restitution, or disgorgement directed to the person that has engaged in an act, practice, or course of business constituting a violation of this article or a rule adopted or an order issued under this article; and

(d) Penalties collected under this section must be deposited in the securities division enforcement account established by IC 23-19-6-1(f).

IC 23-2.5-11-12Appeal; procedure

Sec. 12. (a) An appeal may be taken, to the Marion circuit court or the circuit or superior court of the county where the person taking the appeal resides or maintains a place of business, by the following:

(1) A person whose application for issuance or renewal of a license under this article is granted or denied, from any final order of the commissioner concerning the application.

(2) An applicant for issuance or renewal of a license as a mortgage loan originator, from any final order of the commissioner affecting the application.

(3) An applicant for issuance or renewal of a license for a loan broker office from any final order of the commissioner affecting the application.

(4) A person against whom a civil penalty is imposed under section 3(c) of this chapter, from the final order of the commissioner imposing the civil penalty.

(5) A person who is named as a respondent, from any final order of the commissioner under this article.

(b) Not later than twenty (20) days after the entry of the order under subsection (a), the commissioner must be served with:

(1) a written notice of the appeal specifying the court to which the appeal will be taken and the grounds on which a reversal of the final order is sought;

(2) a demand in writing from the appellant for a certified transcript of the record and all papers on file in the commissioner's office that affect or relate to the order; and

(3) a bond in the penal sum of five hundred dollars ($500) to the state with sufficient surety to be approved by the commissioner, conditioned on the faithful prosecution of the appeal to final judgment and the payment of all costs that are adjudged against the appellant.

(c) Not later than ten (10) days after the date on which the commissioner is served with the items listed in subsection (b), the commissioner shall make, certify, and deliver to the appellant the transcript, and the appellant shall, not later than five (5) days after the date on which the appellant receives the transcript, file the transcript and a copy of the notice of appeal with the clerk of the court. The notice of appeal serves as the appellant's complaint. The commissioner may appear and file a motion or pleading and form the issue. The cause must be entered on the trial calendar for trial de novo and given precedence over all matters pending in the court.

(d) The court shall receive and consider any pertinent oral or written evidence concerning the order of the commissioner from which an appeal under this section is taken. If the order of the commissioner is reversed, the court shall in the court's mandate specifically direct the commissioner concerning the commissioner's further action in the matter. The commissioner is not barred from revoking or altering the order for proper cause that accrues or is discovered after the order is entered. If the order is affirmed, the appellant is not barred after thirty (30) days after the date on which the order is affirmed from filing a new application if the application is not otherwise barred or limited. During the pendency of the appeal, the order from which the appeal is taken is not suspended but remains in effect unless otherwise ordered by the court. An appeal may be taken from the judgment of the court on the same terms and conditions as an appeal is taken in civil actions.

IC 23-2.5-11-13Admissibility of copied statements, documents, and records

Sec. 13. Copies of a statement or document filed with the commissioner, and copies of any records of the commissioner, certified to by the commissioner or a deputy are admissible in a prosecution, an action, a suit, or a proceeding based on, or arising out of or under, this article to the same extent that the original of the statement, document, or record would be admissible if produced.

IC 23-2.5-11-14Court compelled obedience to subpoena, order, or demand

(B) order or demand requiring the production of books, accounts, papers, records, documents, or other evidence or information as provided in this article; or

(A) appear when subpoenaed to testify to a matter regarding which the witness may be lawfully interrogated; or

it is the duty of the circuit or superior court of the county where the hearing, inquiry, or investigation in question is held, where demand is made, or where the production is ordered to be made, upon written petition of the commissioner, to compel obedience to the lawful requirements of the subpoena, order, or demand.

IC 23-2.5-11-15Contempt of court; liability for damages; contract void

Sec. 15. (a) If a person fails, refuses, or neglects to comply with a court order under this chapter, the person must be held in contempt of court.

(b) A person who violates this article or a rule adopted under this article, in connection with a contract for the activities of a loan broker, is liable to a person damaged by the violation for:

(c) If a person violates this article, or a rule adopted under this article, in connection with a contract for the activities of a loan broker, the contract is void, and the prospective borrower is entitled to receive from the loan broker all sums paid to the loan broker.

IC 23-2.5-11-16Securities division and department of financial institutions; cooperation

Sec. 16. In the securities division's investigative, examination, and regulatory activities related to licensees under this article, the securities division may cooperate with the Indiana department of financial institutions in the regulation of a licensee that conducts:

IC 23-2.5-11-17Violations; felonies

Sec. 17. (a) Except as provided in subsection (b), a person who knowingly violates this article commits a Level 5 felony.

(b) A person who knowingly violates this article commits a Level 4 felony if the person damaged by the violation is at least sixty (60) years of age.

(1) a document filed with or sent to the commissioner or the securities division; or

a statement that is, at the time and in the light of the circumstances under which the statement is made, false or misleading in any material respect.

IC 23-2.5-12-1Effect of repeal of former law

(3) right, privilege, obligation, or liability acquired, accrued, or incurred under IC 23-2-5;

IC 23-2.5-12-2Governance of repealed law

Sec. 2. IC 23-2-5, as in effect before its repeal, exclusively governs all actions and proceedings that:

(2) may be instituted after June 30, 2019, on the basis of conduct occurring before July 1, 2019.

IC 23-2.5-12-3Effect of repeal on license in effect

Sec. 3. Unless a license issued under IC 23-2-5, before its repeal, is suspended or revoked before the date on which the license would have expired under IC 23-2-5, before its repeal, the license is valid until the date on which the license would have expired under IC 23-2-5, before its repeal.

IC 23-2.5-12-4Effect of repeal on certain items in effect

is placed on or affects a license issued under IC 23-2-5, before its repeal, remains in effect until the date on which the item described in subsection (a) is amended, revoked, or vacated by the commissioner.

23-4-1-12Partnership charged with knowledge of or notice to partner

23-4-1-15Nature of partner liability; partnerships; limited liability partnerships

23-4-1-25Nature of partner's right in specific partnership property

23-4-1-33General effect of dissolution on authority of partner

23-4-1-34Right of partner to contribution from copartners after dissolution

23-4-1-35Power of partner to bind partnership to third person after dissolution

23-4-1-36Effect of dissolution on partner's existing liability

23-4-1-38Rights of partners to application of partnership property

23-4-1-39Rights where partnership is dissolved for fraud or misrepresentation

23-4-1-41Liability of persons continuing business in certain cases

23-4-1-42Rights of retiring or estate of deceased partner when business is continued

23-4-1-44Limited liability partnerships; legislative intent and policy

23-4-1-45.1Limited liability partnerships; amendment of registration

23-4-1-45.2Limited liability partnerships; withdrawal of registration; filing fee

23-4-1-46Limited liability partnerships; continuation of partnership and successor partnership registration

IC 23-4-1-1Short title

IC 23-4-1-2Definitions

"Person" includes individuals, partnerships, limited liability companies, corporations, and other associations.

"Bankrupt" includes bankrupt under federal bankruptcy laws or insolvent under any state insolvent statute.

"Foreign limited liability partnership" means a limited liability partnership formed under an agreement governed by the laws of a jurisdiction other than Indiana and registered under the laws of the jurisdiction.

"Limited liability partnership" means a partnership formed under an agreement governed by the laws of this state, registered under and complying with IC 23-0.5 and sections 45 through 46 of this chapter, and having a name that contains the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.

Formerly: Acts 1949, c.114, s.2. As amended by P.L.34-1987, SEC.287; P.L.8-1993, SEC.317; P.L.230-1995, SEC.1; P.L.118-2017, SEC.33.

IC 23-4-1-3Interpretation of knowledge and notice

Sec. 3. (1) A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.

(2) A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice:

(b) delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.

IC 23-4-1-4Rules of construction

(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(4) This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.

(5) This chapter shall not be construed so as to impair the obligations of any contract existing on January 1, 1950, nor to affect any action or proceedings begun or right accrued before January 1, 1950.

(6) All references to this chapter in the partnership agreement and other rules that govern the internal affairs of a partnership are considered references to IC 23-0.5 and IC 23-0.6 also.

Formerly: Acts 1949, c.114, s.4. As amended by P.L.34-1987, SEC.289; P.L.118-2017, SEC.34.

IC 23-4-1-5Rules for cases not provided for in chapter

Sec. 5. In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern.

IC 23-4-1-6Partnership defined

Sec. 6. (1) A partnership is an association of two (2) or more persons to carry on as co-owners a business for profit and includes for all purposes of the laws of this state a limited liability partnership.

(2) An association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to January 1, 1950; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent with this chapter.

Formerly: Acts 1949, c.114, s.6. As amended by P.L.34-1987, SEC.291; P.L.230-1995, SEC.2.

IC 23-4-1-7Rules for determining existence of partnership

(1) Except as provided by section 16 of this chapter, persons who are not partners as to each other are not partners as to third persons.

(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.

(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.

(4) The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but no such inference shall be drawn if such profits were received in payment for the following:

(d) As interest on a loan though the amount of payment varies with the profits of the business.

(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.

(a) The filing or failure or omission to file an original or renewal registration as a limited liability partnership under section 45 of this chapter.

(b) The expiration of a partnership's status as a limited liability partnership.

Formerly: Acts 1949, c.114, s.7. As amended by P.L.34-1987, SEC.292; P.L.230-1995, SEC.3; P.L.34-1997, SEC.7.

IC 23-4-1-8Partnership property

Sec. 8. (1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.

(2) Unless the contrary intention appears, property acquired with partnership funds is partnership property.

(3) Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.

(4) A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.

IC 23-4-1-9Partner as agent

Sec. 9. (1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.

(2) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.

(3) Unless authorized by the other partners or unless they have abandoned the business, one (1) or more but less than all the partners have no authority to:

(a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership,

(4) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.

IC 23-4-1-10Conveyance of real property of partnership

Sec. 10. (1) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of section 9(1) of this chapter, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.

(2) Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of section 9(1) of this chapter.

(3) Where title to real property is in the name of one (1) or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of section 9(1) of this chapter, unless the purchaser or his assignee, is a holder for value, without knowledge.

(4) Where the title to real property is in the name of one (1) or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of section 9(1) of this chapter.

(5) Where the title to real property is in the names of all the partners, a conveyance executed by all the partners passes all their rights in such property.

IC 23-4-1-11Partnership bound by admission of partner

Sec. 11. An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.

IC 23-4-1-12Partnership charged with knowledge of or notice to partner

Sec. 12. Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

IC 23-4-1-13Partnership bound by partner's wrongful act

Sec. 13. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.

IC 23-4-1-14Partnership bound by partner's breach of trust

(a) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and

(b) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.

IC 23-4-1-15Nature of partner liability; partnerships; limited liability partnerships

(a) Jointly and severally for everything chargeable to the partnership under sections 13 and 14 of this chapter.

(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.

(2) A partner of a limited liability partnership is not personally liable, directly or indirectly, including by way of indemnification, contribution, or otherwise, for:

(a) the debts, obligations, or liabilities of, or chargeable to, the limited liability partnership or other partner or partners, whether arising in tort, contract, or otherwise; or

solely by reason of being a partner, acting or failing to act as a partner, or participating as an employee, a consultant, a contractor, or otherwise in the conduct of the business or activities of the limited liability partnership while the partnership is a limited liability partnership.

(3) A partner of a limited liability partnership may be personally liable for the partner's own acts or omissions.

(4) A limited liability partnership is liable out of partnership assets for partnership debts, obligations, and liabilities.

(5) A partner in a limited liability partnership is not a proper party to a proceeding by or against the limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the partnership, unless the partner is personally liable under paragraph (3).

(6) The laws of Indiana or another jurisdiction may not impose personal liability on a partner in a limited liability partnership. The only actions required of a limited liability partnership or of individual partners in such a partnership in order to avail themselves of the limited liability provisions of this chapter are those required by this chapter.

Formerly: Acts 1949, c.114, s.15. As amended by P.L.34-1987, SEC.295; P.L.230-1995, SEC.4.

IC 23-4-1-16Partner by estoppel

Sec. 16. (1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him or any one, as a partner in an existing partnership or with one (1) or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.

(a) When a partnership liability results, he is liable as though he were an actual member of the partnership.

(b) When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.

(2) When a person has been thus represented to be a partner in an existing partnership, or with one (1) or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.

IC 23-4-1-17Liability of incoming partner

Sec. 17. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.

IC 23-4-1-18Rules determining rights and duties of partners

Sec. 18. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:

(a) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and except as provided in section 15(2) of this chapter, each partner must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits.

(b) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property.

(c) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance.

(d) A partner shall receive interest on the capital contributed by him only from the date when repayment should be made.

(e) All partners have equal rights in the management and conduct of the partnership business.

(f) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.

(g) No person can become a member of a partnership without the consent of all the partners.

(h) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.

IC 23-4-1-19Partnership books

Sec. 19. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

IC 23-4-1-20Duty of partners to render information

Sec. 20. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.

IC 23-4-1-21Partner accountable as fiduciary

Sec. 21. (1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.

(2) This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.

IC 23-4-1-22Right to account

Sec. 22. Any partner shall have the right to a formal account as to partnership affairs:

(a) If he is wrongfully excluded from the partnership business or possession of its property by his copartners.

IC 23-4-1-23Continuation of partnership beyond fixed term

Sec. 23. (1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.

(2) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.

IC 23-4-1-24Extent of property rights of partner

Sec. 24. The property rights of a partner are (1) his rights in specific partnership property, (2) his interest in the partnership, and (3) his right to participate in the management.

IC 23-4-1-25Nature of partner's right in specific partnership property

Sec. 25. (1) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.

(a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners.

(b) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property.

(c) A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt, the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.

(d) On the death of a partner, his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose.

(e) A partner's right in specific partnership property is not subject to allowances to surviving spouses, heirs, or next of kin.

IC 23-4-1-26Nature of partner's interest in partnership

Sec. 26. A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.

IC 23-4-1-27Assignment of partner's interest

Sec. 27. (1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.

(2) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.

IC 23-4-1-28Partner's interest subject to charging order

Sec. 28. (1) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts, and inquiries which the debtor partner might have made, or which the circumstances of the case may require.

(2) The interest charge may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution:

(b) with partnership property, by any one (1) or more of the partners with the consent of all the partners whose interests are not so charged or sold.

(3) Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.

IC 23-4-1-29Dissolution defined

Sec. 29. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

IC 23-4-1-30Partnership not terminated by dissolution

Sec. 30. On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.

IC 23-4-1-31Causes of dissolution

(a) By the termination of the definite term or particular undertaking specified in the agreement.

(b) By the express will of any partner when no definite term or particular undertaking is specified.

(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking.

(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners.

(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time.

(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership.

IC 23-4-1-32Dissolution by decree of court

Sec. 32. (1) On application by or for a partner, the court shall decree a dissolution whenever:

(a) A partner has been declared mentally incompetent in any judicial proceeding.

(b) A partner becomes in any other way incapable of performing the partner's part of the partnership contract.

(d) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise acts in matters relating to the partnership business so that it is not reasonably practicable to carry on the business in partnership with that partner.

(2) On the application of the purchaser of a partner's interest under sections 27 or 28 of this chapter:

(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.

Formerly: Acts 1949, c.114, s.32. As amended by P.L.34-1987, SEC.300; P.L.33-1989, SEC.21.

IC 23-4-1-33General effect of dissolution on authority of partner

Sec. 33. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:

(a) When the dissolution is not by the act, bankruptcy, or death of a partner; or

(b) When the dissolution is by such act, bankruptcy, or death of a partner, in cases where section 34 of this chapter so requires.

(2) With respect to persons not partners, as declared in section 35 of this chapter.

IC 23-4-1-34Right of partner to contribution from copartners after dissolution

Sec. 34. Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved except in the case of one (1) of the following:

(a) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution.

(b) The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy.

(c) The liability is for a debt, an obligation, or a liability for which the partner is not liable as provided in section 15(2) of this chapter.

IC 23-4-1-35Power of partner to bind partnership to third person after dissolution

Sec. 35. (1) After dissolution a partner can bind the partnership except as provided in paragraph (3):

(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution.

(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:

(I) had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or

(II) though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.

(2) The liability of a partner under paragraph (1)(b) shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:

(b) so far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.

(3) The partnership is in no case bound by any act of a partner after dissolution:

(a) where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or

(I) had an extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or

(II) had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph (1)(b)(II).

(4) Nothing in this section shall affect the liability under section 16 of this chapter of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.

IC 23-4-1-36Effect 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.

IC 23-4-1-37Right 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.

IC 23-4-1-38Rights 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:

(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.

(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.

IC 23-4-1-39Rights 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.

IC 23-4-1-40Rules 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:

(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:

(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:

Formerly: Acts 1949, c.114, s.40. As amended by P.L.34-1987, SEC.304; P.L.230-1995, SEC.8.

IC 23-4-1-41Liability of persons continuing business in certain cases

Sec. 41. (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two (2) or more of the partners, or to one (1) or more of the partners and one (1) or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.

(2) When all but one (1) partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.

(3) When any partner retires or dies and the business of the dissolved partnership is continued as set forth in paragraphs (1) and (2) of this section, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.

(4) When all the partners or their representatives assign their rights in partnership property to one (1) or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(5) When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of section 38(2)(b) of this chapter, either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(6) When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(7) The liability of a third person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.

(8) When the business of a partnership after dissolution is continued under any conditions set forth in this section, the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partners, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property.

(9) Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.

(10) The use by the person of partnership continuing the business of the partnership name, or the name of a deceased partner, as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.

IC 23-4-1-42Rights 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.

IC 23-4-1-43Accrual 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.

IC 23-4-1-44Limited 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.

IC 23-4-1-45Limited 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:

(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.

(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.

IC 23-4-1-45.1Limited liability partnerships; amendment of registration

Sec. 45.1. (a) As used in this section, “limited liability partnership” refers to a:

(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.

(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.

IC 23-4-1-45.2Limited liability partnerships; withdrawal of registration; filing fee

Sec. 45.2. (a) As used in this section, "limited liability partnership" refers to a:

(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.

(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.

IC 23-4-1-45.3Repealed

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.

IC 23-4-1-45.4Repealed

IC 23-4-1-45.5Repealed

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.

IC 23-4-1-45.6Repealed

IC 23-4-1-45.7Repealed

IC 23-4-1-46Limited 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.

IC 23-4-1-47Repealed

As added by P.L.230-1995, SEC.12. Amended by P.L.11-1996, SEC.22. Repealed by P.L.34-1997, SEC.27.

IC 23-4-1-48Repealed

IC 23-4-1-49Repealed

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.

IC 23-4-1-50Repealed

As added by P.L.230-1995, SEC.15. Amended by P.L.63-2014, SEC.10. Repealed by P.L.118-2017, SEC.42.

IC 23-4-1-51Repealed

As added by P.L.230-1995, SEC.16. Amended by P.L.119-2015, SEC.29. Repealed by P.L.118-2017, SEC.43.

IC 23-4-1-52Repealed

IC 23-4-1-53Repealed

IC 23-4-1-54Repealed

IC 23-4-1-59Repealed

23-4-3-3Affidavit of correctness of inventory; list of liabilities

IC 23-4-3-1Settling 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.

IC 23-4-3-2Inventory 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:

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.

IC 23-4-3-3Affidavit 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.

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.

IC 23-4-3-5Appointment 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.

IC 23-4-3-6Petition 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.

IC 23-4-3-7Disposition 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.

IC 23-4-3-8Release 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.

23-5-1-6Conditions precedent to beginning business; liability for violations

23-5-1-7Amendments to trust instruments; filing; fees; recordation

23-5-1-8Powers; construction of instruments; terms and conditions; binding effect

23-5-1-11Surrender of authority to transact business; closing out business; effect of withdrawal

IC 23-5-1-1Short title

IC 23-5-1-2Definitions

(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.

(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.

IC 23-5-1-3Business 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.

IC 23-5-1-4Required 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.

(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.

(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.

IC 23-5-1-5Application 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.

IC 23-5-1-6Conditions 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.

IC 23-5-1-7Amendments 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.

IC 23-5-1-8Powers; 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.

IC 23-5-1-9Applicability 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.

IC 23-5-1-9.1Adoption 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:

(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.

IC 23-5-1-10Repealed

Formerly: Acts 1963, c.353, s.10. As amended by P.L.149-1986, SEC.49. Repealed by P.L.34-1997, SEC.28.

IC 23-5-1-10.1Biennial report; fee

(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.

(1) A verified list of the names and addresses of the trustees of the business trust.

(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.

IC 23-5-1-11Surrender 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.

IC 23-5-2Chapter 2. Boards of Trade, Exchanges, and Chambers of Commerce

23-5-2-3Filing and recording articles of incorporation; amendment

IC 23-5-2-1Formation 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.

IC 23-5-2-2Purpose 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.

IC 23-5-2-3Filing 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.

IC 23-5-2-4Rights, 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.

IC 23-5-2-5Shares 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.

IC 23-5-2-6Officers, 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.

IC 23-5-2-7Settlement 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.

IC 23-5-2-8Violations; 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.

IC 23-5-2-9Mutual 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.

IC 23-5-2-10Report to general assembly

Sec. 10. Any and all associations or corporations organized under or having existence by virtue of this chapter shall remain subject to the control of the general assembly of the state of Indiana, and may be, by law, required and compelled to make a report of all its proceedings to any general assembly of this state, and any general assembly of this state may, by law, repeal this chapter, and require and compel the dissolution and settling up of all corporations or associations organized under this chapter within any period not less than three (3) years after the passage of such repealing law. A report under this section to the general assembly must be in an electronic format under IC 5-14-6.

Formerly: Acts 1875, c.5, s.10. As amended by P.L.34-1987, SEC.334; P.L.28-2004, SEC.161.

23-6-3-5Delivery of laws and journals to society; delivery of books and other articles

IC 23-6-3-1Body politic and corporate; powers

Sec. 1. The Indiana historical society is a body politic and corporate that may:

(2) hold, purchase, receive, enjoy and transfer any property, real and personal;

(4) sue and be sued, plead and be impleaded, defend and be defended in all courts of judicature whatever.

(1) the collection and preservation of all materials calculated to shed light on the natural, civil, and political history of Indiana;

(4) the friendly and profitable intercourse of such citizens as are disposed to promote these ends.

Formerly: Acts 1831, c.34, s.1.5; Acts 1978, P.L.152, SEC.1. As added by Acts 1982, P.L.146, SEC.1.

IC 23-6-3-3Annual meeting; governing body; election; resolutions

Sec. 3. (a) There shall be an annual meeting of the members of the society at a time and place to be specified in the bylaws.

(b) At each annual meeting one-third (1/3) of the members of the governing body shall be elected by the members of the society in a manner and for terms to be specified in the bylaws.

(d) The members of the society, at the annual meeting, may adopt such resolutions for the government of the society as they think proper and as are not inconsistent with this chapter and with the laws and constitution of this state.

Formerly: Acts 1831, c.34, s.2; Acts 1969, c.88, s.1; Acts 1978, P.L.152, SEC.2. As added by Acts 1982, P.L.146, SEC.1.

Sec. 4. (a) The governing body of the society may make such bylaws as it thinks proper for the government of the society and for carrying into effect the objects of the society not inconsistent with this chapter or with any resolution that is adopted at an annual meeting of the members of the society.

(b) The bylaws adopted by the governing body and a statement of the receipts and disbursements of the society shall be reported to the annual meetings of the society.

Formerly: Acts 1831, c.34, s.3; Acts 1978, P.L.152, SEC.3. As amended by Acts 1982, P.L.146, SEC.1.

IC 23-6-3-5Delivery of laws and journals to society; delivery of books and other articles

Sec. 5. (a) The legislative services agency shall deliver to the society one (1) copy of the laws of this state and one (1) copy of the journals of the senate and house of representatives, which are published each year.

(b) The secretary of state shall deliver to the society all books and other articles that have been or may be transmitted to his office for the use of the society.

Formerly: Acts 1831, c.34, s.4; Acts 1978, P.L.152, SEC.4. As added by Acts 1982, P.L.146, SEC.1.

IC 23-6-4Chapter 4. Indiana Business Development Credit Corporation Law

23-6-4-8Election to accept chapter; amendment of articles of incorporation; resolution; vote of shareholders; approval; certificate of election

23-6-4-11Persons or entities qualified to participate; shareholders' rights; amount of capital stock acquired

23-6-4-13Lending agreements; time of membership; evidence of loans; interest

23-6-4-21Exemptions; securities registration; taxation; financial institutions regulation

IC 23-6-4-1"Credit corporation" defined

Sec. 1. As used in this chapter, "credit corporation" means a corporation to which the secretary of state has issued a certificate of election under section 8 of this chapter.

IC 23-6-4-2"Lending agreement" defined

Sec. 2. As used in this chapter, "lending agreement" means an agreement between a credit corporation and a lending institution, under which the lending institution agrees to lend funds to the credit corporation in accordance with section 13 of this chapter.

IC 23-6-4-3"Lending institution" defined

Sec. 3. As used in this chapter, "lending institution" means a bank or trust company, industrial loan and investment company, credit union, savings bank, bank of discount and deposit, small loan company, savings association, insurance company or related corporation, partnership, limited liability company, foundation, pension fund, or other institution engaged primarily in lending or investing funds.

As added by P.L.236-1985, SEC.1. Amended by P.L.42-1993, SEC.16; P.L.79-1998, SEC.24.

IC 23-6-4-4"Loan limit" defined

Sec. 4. As used in this chapter, "loan limit" means, for any member, the maximum amount permitted to be outstanding at any one (1) time on loans made by that member to a credit corporation, as determined by the credit corporation's board of directors.

IC 23-6-4-5"Member" defined

Sec. 5. As used in this chapter, "member" means a lending institution authorized to do business in Indiana that enters into a lending agreement with, and undertakes to make member loans to, a credit corporation organized or operated under this chapter.

IC 23-6-4-6"Member loan" defined

Sec. 6. As used in this chapter, "member loan" means a loan made by a member upon the call of the credit corporation under its lending agreement with the member and section 13 of this chapter.

IC 23-6-4-7"Small business concern" defined

Sec. 7. As used in this chapter, "small business concern" means any business entity that qualifies as a small business concern under the applicable section of the federal Aid to Small Business Act (15 U.S.C. 632) and accompanying regulations.

IC 23-6-4-8Election to accept chapter; amendment of articles of incorporation; resolution; vote of shareholders; approval; certificate of election

Sec. 8. (a) Any corporation organized before January 1, 1985, under IC 23-1 (the Indiana General Corporation Act) may elect to accept this chapter, and avail itself of the rights, privileges, immunities, and franchises provided by this chapter, by filing in the office of the secretary of state the election described in subsection (b), together with amended articles of incorporation allowing it to operate under this chapter.

(b) The board of directors of a corporation desiring to accept this chapter shall, by a resolution adopted by a majority vote of the board, approve a written election setting forth:

(5) a declaration that it accepts all of the terms and provisions of this chapter.

(c) The resolution of the board of directors electing to accept this chapter and the corporation's amended articles of incorporation shall be submitted to a vote of the shareholders of the corporation entitled to vote on those proposals at a designated meeting called for that purpose. The affirmative votes of the holders of at least two-thirds (2/3) of the outstanding voting shares of the corporation are required for adoption of the election and the amended articles of incorporation. If the election and the amended articles of incorporation are adopted, they shall be signed in duplicate by a current officer of the corporation, verified and affirmed subject to penalties for perjury, and presented in duplicate to the secretary of state at the secretary of state's office.

(d) Upon the presentation of an election and amended articles of incorporation adopted under this section, the secretary of state shall endorse an approval upon both of the duplicate copies of each document, if the secretary determines that they conform to law. If all fees have been paid as required by law, the secretary shall also:

(3) return the remaining copies bearing the endorsement of the secretary's approval to the corporation.

(e) Upon the issuance of a certificate of election to a corporation by the secretary of state under subsection (d):

(2) the corporation is entitled to all of the rights, privileges, immunities, powers, and franchises, and is subject to all of the penalties, liabilities, and restrictions granted to or imposed upon credit corporations organized by this chapter; and

(3) the amendments to the corporation's articles of incorporation become effective.

IC 23-6-4-9Purposes of corporations

Sec. 9. The purposes for which a credit corporation may exist must include the following:

(1) To assist, promote, encourage, and, through the cooperative efforts of the institutions and corporations that from time to time become members of the credit corporation, develop and advance the business prosperity and economic welfare of Indiana.

(2) To encourage and assist in the location of new business and industry in Indiana and to rehabilitate existing Indiana business and industry.

(3) To stimulate and assist in the expansion of all kinds of business activity, primarily through the making of loans and other extensions of credit to small business concerns, for purposes of:

(A) promoting the business development and maintaining the economic stability of Indiana;

(4) To cooperate with other organizations, public or private, the objectives of which are the promotion and advancement of industrial, commercial, agricultural, or recreational developments in Indiana.

(5) To furnish money and credit to approved and deserving applicants, primarily small business concerns, for the promotion, development, and conduct of all kinds of business activity in Indiana, and to thereby establish a source of credit not otherwise readily available to those applicants.

IC 23-6-4-10Powers of corporations

Sec. 10. In furtherance of its purposes and in addition to the powers conferred on corporations by IC 23-1, a credit corporation may:

(1) borrow money from any lending institution or from any agency established under the Small Business Investment Act of 1958 (Public Law 85-699, 72 Stat. 689), as amended, or under other federal or state statutes;

(2) do all things necessary or desirable to secure aid, assistance, loans, and other financing from its members (whether as member loans or otherwise);

(3) issue bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured, and secure any of those instruments by a mortgage, pledge, deed of trust, or other lien on any property, franchise, rights, or privileges of the credit corporation, without securing member or shareholder approval;

(4) lend money to, and guarantee, endorse, or act as surety on the bonds, notes, contracts, or other obligations of, or otherwise assist financially, any person, firm, corporation, limited liability company, or association;

(5) establish and regulate the terms and conditions of transactions entered into under subdivision (4) and the charges for interest and services connected with those transactions;

(6) acquire any interest in the goodwill, business rights, real and personal property, and other assets of any persons or corporations and assume, undertake, or pay the obligations, debts, and liabilities of that person or corporation;

(7) acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments;

(8) acquire, construct, reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments;

(9) acquire, subscribe for, own, sell, hold, assign, transfer, mortgage, pledge, or otherwise dispose of the stock, shares, bonds, debentures, notes, or other securities and evidences of interest in or indebtedness of any person or corporation and, while the owner or holder of such a property interest, exercise all the rights, powers, and privileges of ownership, including the right to vote;

(10) acquire and dispose of an interest in any other type of real or personal property, including any real or personal property acquired by the corporation from time to time in the satisfaction of debts or as a result of the enforcement of obligations;

(11) mortgage, pledge, or otherwise encumber any property, right, or thing of value acquired by the credit corporation as security for the payment of any part of the purchase price for the acquired item;

(12) cooperate with and avail itself of the facilities of the United States Department of Commerce, the Indiana economic development corporation, and any other similar state or federal governmental agencies;

(13) cooperate with, assist, and otherwise encourage organizations in the various communities of Indiana in the promotion, assistance, and development of the business prosperity and economic well-being of those communities, Indiana, or any political subdivision of Indiana;

(14) make, amend, and repeal bylaws, not inconsistent with its articles of incorporation or with the laws of Indiana, for the administration and regulation of the affairs of the corporation, which bylaws may:

(A) establish internal governance procedures and standards, including procedures for voting by proxy at and for giving notice of meetings of directors and of members and shareholders, procedures and standards for the payment of dividends, and procedures for the delegation by the board of directors of its authority under the articles of incorporation and this chapter to one (1) or more committees of the board or to officers of the corporation; and

(B) give the board of directors or committees of the board the power to pass resolutions necessary or convenient to carrying out the purposes of the corporation; and

(15) do all acts and things necessary or convenient to carrying out the powers expressly granted in this chapter.

As added by P.L.236-1985, SEC.1. Amended by P.L.8-1993, SEC.318; P.L.4-2005, SEC.132.

IC 23-6-4-11Persons or entities qualified to participate; shareholders' rights; amount of capital stock acquired

Sec. 11. (a) Notwithstanding any other law, any person, domestic or foreign corporation, public utility company, insurance company, lending institution, or trust may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, other evidence of indebtedness, or shares of the capital stock of a credit corporation. While a shareholder of a credit corporation, such a person or entity may exercise all the rights, powers, and privileges granted other shareholders of the credit corporation, including the right to vote. Except as otherwise specifically provided in this chapter, such a person or entity may take any action authorized by this section without the approval of any Indiana regulatory authority.

(b) The amount of capital stock of a credit corporation that a member may acquire under this section is in addition to the amount of capital stock in corporations that the member may otherwise acquire.

IC 23-6-4-12Lending institutions as members; loans

Sec. 12. Notwithstanding any other law, lending institutions may become members of a credit corporation and make loans to the credit corporation as provided in this chapter.

IC 23-6-4-13Lending agreements; time of membership; evidence of loans; interest

Sec. 13. Any lending institution may become a member of a credit corporation by entering into a lending agreement with the credit corporation on such form and in such manner as the board of directors of the credit corporation may require. Membership in a credit corporation becomes effective upon execution of such an agreement. Each member shall lend funds to the credit corporation according to the terms of the lending agreement. The board of directors of the credit corporation shall determine and approve the terms for lending agreements, subject to the following conditions:

(1) The total amount outstanding on loans to the credit corporation made by any member under its lending agreement or otherwise at any time, when added to the amount of the investment in the capital stock of the credit corporation then held by that member, may not exceed the lesser of:

(2) All loans made to the credit corporation by members must be evidenced by bonds, debentures, notes, or other evidences of indebtedness of the credit corporation.

(3) The board of directors of the credit corporation shall determine the interest rate for the debt instruments referred to in subdivision (2).

IC 23-6-4-14Duration of membership; withdrawal of membership

Sec. 14. The board of directors of a credit corporation shall determine the duration of membership in the credit corporation. However, upon written notice given to the credit corporation ninety (90) days in advance, a member may withdraw from membership in the credit corporation. After notice of the intended withdrawal of a member has been received by the credit corporation, the member is not obligated to make any further loans to the credit corporation.

IC 23-6-4-15Powers of members and shareholders; voting rights

Sec. 15. (a) Only the members and shareholders of a credit corporation may exercise the following powers of the credit corporation:

(1) To elect directors of the credit corporation as provided in section 16 of this chapter.

(2) To amend the credit corporation's articles of incorporation as provided in section 17 of this chapter.

(3) To dissolve the credit corporation as provided in section 19 of this chapter.

(4) To exercise such other of the powers of the credit corporation, consistent with this chapter, as may be conferred on the members and shareholders by the bylaws of the credit corporation.

(b) As to any matter requiring action by the members and shareholders of the credit corporation, the members and shareholders shall vote separately on that matter by classes. Except as otherwise provided in this chapter, such a matter requires the affirmative vote of at least a majority of the votes to which the members present or represented at the meeting are entitled and the affirmative vote of at least a majority of the votes to which the shareholders present or represented at the meeting are entitled.

(c) Each shareholder has one (1) vote for each share of stock held by the shareholder, and each member has one (1) vote. However, additional votes may be granted to any member or group of members by the articles of incorporation of the credit corporation.

(d) As to any matter requiring action by the members and shareholders of a credit corporation, the members and shareholders may vote either in person or by proxy.

IC 23-6-4-16Board of directors; loan committees

Sec. 16. (a) Except as otherwise provided in section 15 of this chapter, the corporate powers of a credit corporation shall be exercised by its board of directors. The board of directors of a credit corporation consists of:

(1) thirteen (13) individuals who are elected to serve as directors by the shareholders and members of the credit corporation; and

Each elected director must be at least eighteen (18) years of age, a citizen of the United States, and a resident of Indiana.

(b) The number of directors to be elected by the shareholders of a credit corporation and the number of directors to be elected by the members of the corporation must be included in the articles of incorporation of the credit corporation.

(c) The treasurer of state and the director of the department of financial institutions shall each serve as an ex officio director of a credit corporation, with the same authority as an elected director, but without liability for that service, except for gross negligence or willful misconduct.

(d) If an elected director of a credit corporation ceases being a citizen of the United States or a resident of Indiana, the individual's position as a director of the credit corporation immediately becomes vacant.

(e) If a vacancy occurs in the elected membership of the board of directors of a credit corporation through death, resignation, or otherwise, the vacancy shall be filled in the manner prescribed in this subsection. A vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and a vacancy in the office of a director elected by the shareholders shall be filled by the directors elected by the shareholders.

(f) The board of directors of a credit corporation, by resolution adopted by a majority of the actual number of directors holding office, may establish a loan committee. Except as otherwise provided in this chapter, such a loan committee, to the extent provided in the resolution, may exercise all the authority of the board of directors over the lending operations of the credit corporation. However, only an individual who is a member of the credit corporation's board of directors or who has significant commercial lending experience may serve on the loan committee.

IC 23-6-4-17Amendment of articles of incorporation

Sec. 17. (a) Subject to subsection (b), a credit corporation's articles of incorporation may be amended by the members and shareholders of the corporation. The members and shareholders shall vote on proposed amendments in the manner prescribed by section 15 of this chapter. However, the affirmative vote of at least two-thirds (2/3) of the votes to which each class is entitled is required for adoption of an amendment.

(b) An amendment to the articles of incorporation that is inconsistent with the general purposes expressed in this chapter or that authorizes any additional class of capital stock to be issued may not be adopted. In addition, an amendment of the articles of incorporation that:

(1) increases the obligation of a member to make loans to the credit corporation;

(2) makes any change in the principal amount, interest rate, maturity date, or security or credit position of any outstanding loan of a member to the credit corporation; or

(c) An amendment to the articles of incorporation of a credit corporation shall be filed with the secretary of state. The amendment takes effect on the date of that filing.

IC 23-6-4-18Deposits of funds

Sec. 18. (a) A credit corporation may deposit its funds only in a financial institution that has been designated as a depository by a vote of a majority of the directors of the credit corporation present at an authorized meeting of the board of directors. However, a director of the credit corporation who is also an officer or director of a financial institution may not vote on a proposal to designate that financial institution as a depository and may not be counted as being present when a vote on such a proposal is taken.

IC 23-6-4-19Period of existence; dissolution of corporation

Sec. 19. (a) The period of existence of a credit corporation must be perpetual, subject to the right of the members and shareholders to dissolve the corporation under subsection (b).

(b) The members and shareholders of a credit corporation may dissolve the credit corporation. The members and shareholders shall vote on a proposal to dissolve the credit corporation in the manner prescribed by section 15 of this chapter. However, the affirmative vote of at least two-thirds (2/3) of the votes to which each class is entitled is required to dissolve the credit corporation.

(c) Upon dissolution of a credit corporation, none of the credit corporation's assets may be distributed to the shareholders until all sums due the members and creditors of the credit corporation have been paid in full.

IC 23-6-4-20State development company

Sec. 20. A credit corporation is a state development company, as defined in the Small Business Investment Act of 1958 (P.L.85-699, 72 Stat.689) or any similar federal statute, and is authorized to operate on a statewide basis.

IC 23-6-4-21Exemptions; securities registration; taxation; financial institutions regulation

Sec. 21. (a) Any securities issued by a credit corporation are exempt from registration under, or compliance with, IC 23-19.

(b) Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by Indiana law are granted to a credit corporation.

(c) A credit corporation is exempt from regulation under, or compliance with, IC 28-1-1 through IC 28-1-23. However, the department of financial institutions shall conduct an annual examination of the credit corporation for the purpose of determining its financial condition.

Sec. 22. Each credit corporation shall make an annual report of its condition to the governor and the general assembly before March 2 of each year. An annual report under this section to the general assembly must be in an electronic format under IC 5-14-6.

IC 23-6-4-23Application of IC 23-1

Sec. 23. IC 23-1 applies to a credit corporation. However, if there is a conflict between IC 23-1 and this chapter, this chapter controls.

Ch. 8.Professional Fundraiser Consultant and Solicitor Registration

IC 23-7-5-1Right to accept men in homes for aged females

Sec. 1. It shall be lawful for any incorporated voluntary association heretofore incorporated or hereafter to be incorporated under the laws of this state, for the purpose of establishing and maintaining a home for the care and support of aged females, who can not support themselves from their own means and by their own industry, to receive into such home and support and care for aged men of the same class also.

IC 23-7-7-1Application of chapter

Sec. 1. This chapter applies to all cities, all towns, and all corporations formed under IC 23-7-1.1 (before its repeal on August 1, 1991) or IC 23-17.

As added by Acts 1981, P.L.11, SEC.129. Amended by P.L.179-1991, SEC.28; P.L.1-1992, SEC.116.

IC 23-7-7-2Authorization to acquire sites; eminent domain

Sec. 2. Each corporation to which this chapter applies may acquire and hold battlegrounds or other historic sites for the purpose of maintaining or improving them for historical purposes. The acquisition of property under this section is for a public use, and title may be taken under the power of eminent domain.

IC 23-7-7-3Exemption from taxation

IC 23-7-8Chapter 8. Professional Fundraiser Consultant and Solicitor Registration

23-7-8-2Registration; required disclosure of information; term; renewal; contract; notice

23-7-8-4Registration fees; disposition; update to registration

23-7-8-6Required disclosures at time of solicitation; written confirmation

IC 23-7-8-0.1Application of certain amendments to chapter

Sec. 0.1. The amendments made to sections 1 and 8 of this chapter by P.L.24-1989 are clarifications only and should not be construed as modifications of existing law.

IC 23-7-8-1Definitions

"Bona fide employee" means a person who is a regular, nontemporary employee of a charitable organization under the direct and exclusive control of the organization. The term does not include a person that:

(1) solicits contributions for a charitable organization under the direction, supervision, instruction, or employ of a professional solicitor;

"Charitable organization" means any organization described in Section 501 of the federal Internal Revenue Code.

"Contribution" means a promise or pledge of money, a payment, or any other rendition of property or service. It does not include the payment of membership dues, fines or assessments, or payments for property sold or services rendered by the charitable organization, if not sold or rendered in connection with a solicitation, and does not include a charitable organization that resells used clothing or household items.

"Division" means the consumer protection division, office of the attorney general.

"Person" includes any individual, organization, trust foundation, association, partnership, limited liability company, or corporation.

"Professional fundraiser consultant" means any person who is hired for a fee to plan, manage, advise, or act as a consultant in connection with soliciting contributions for, or on behalf of, a charitable organization, but who does not actually solicit contributions as a part of the person's services or employ, procure, or engage a compensated person to solicit contributions. The term does not include a charitable organization, or a bona fide officer, employee, member, or volunteer of a charitable organization, that solicits on its own behalf.

"Professional solicitor" means a person who, for a financial consideration, solicits contributions for, or on behalf of, a charitable organization, either personally or through agents or employees specifically employed for that purpose, including agents or employees specifically employed by or for a charitable organization who solicit contributions under the direction, supervision, or instruction of a professional solicitor. The term does not include a charitable organization, or an officer, a bona fide employee, or a volunteer of a charitable organization, that solicits on its own behalf.

(1) to request, other than as described in subdivision (2), directly or indirectly, financial assistance in any form on the representation that the financial assistance will be used for a charitable purpose; or

(2) to sell, offer, or attempt to sell any advertisement, advertising space, membership, or tangible item:

(A) in connection with which any appeal is made for any charitable organization or purpose;

(B) where the name of any charitable organization is used or referred to in any appeal made for any charitable organization as an inducement or reason for making a sale described in this subdivision; or

(C) when or where in connection with a sale described in this subdivision any statement is made that the whole or any part of the proceeds from the sale will be used for any charitable purpose or benefit any charitable organization.

A solicitation shall be considered to have taken place whether or not the person making the solicitation receives any contribution.

As added by P.L.245-1983, SEC.1. Amended by P.L.12-1986, SEC.2; P.L.248-1987, SEC.1; P.L.24-1989, SEC.2; P.L.8-1993, SEC.319; P.L.135-1999, SEC.7; P.L.245-2005, SEC.1.

IC 23-7-8-2Registration; required disclosure of information; term; renewal; contract; notice

Sec. 2. (a) A person may not act as a professional fundraiser consultant or professional solicitor for a charitable organization unless the person has first registered with the division. A person who applies for registration shall disclose the following information while under oath:

(1) The names and addresses of all officers, employees, and agents who are actively involved in fundraising or related activities.

(2) The names and addresses of all persons who own a ten percent (10%) or more interest in the registrant.

(3) A description of any other business related to fundraising conducted by the registrant or any person who owns ten percent (10%) or more interest.

(5) Whether the organization has ever had its registration denied, suspended, revoked, or enjoined by any court or other governmental authority.

(b) A registrant shall notify the division in writing within one hundred eighty (180) days of any change in the information contained in the registration. However, if requested by the division, the solicitor has fifteen (15) days to notify the division of any change in the information.

(c) Before acting as a professional fundraiser consultant for a particular charitable organization, the consultant must enter into a written contract with the organization and file this contract with the division. The contract must identify the services that the professional fundraiser consultant is to provide, including whether the professional fundraiser consultant will at any time have custody of contributions.

(d) Before a professional solicitor engages in a solicitation, the professional solicitor must have a contract which is filed with the division. This contract must specify the percentage of gross contributions which the charitable organization will receive or the terms upon which a determination can be made as to the amount of the gross revenue from the solicitation campaign that the charitable organization will receive. The amount of gross revenue from the solicitation campaign that the charitable organization will receive must be expressed as a fixed percentage of the gross revenue or expressed as a reasonable estimate of the percentage of the gross revenue. If a reasonable estimate is used, the contract must clearly disclose the assumptions or a formula upon which the estimate is based. If a fixed percentage is used, the percentage must exclude any amount that the charitable organization is to pay as expenses of the solicitation campaign, including the cost of the merchandise or services sold. If requested by the charitable organization, the person who solicits must at the conclusion of a charitable appeal provide to the charitable organization a final accounting of all expenditures. The final accounting may not be used in violation of any trade secret laws. The contract must disclose the average percentage of gross contributions collected on behalf of charitable organizations that the charitable organizations received from the professional solicitor for the three (3) years preceding the year in which the contract is formed. The contract also must specify that, at least every ninety (90) days, the professional solicitor shall provide the charitable organization with access to and use of information concerning contributors, including the name, address, and telephone number of each contributor and the date and amount of each contribution. A professional solicitor may not restrict a charitable organization's use of contributor information.

(e) Before beginning a solicitation campaign, a professional solicitor must file a solicitation notice with the division. The notice must include the following:

(3) The location and telephone number from where solicitation will be conducted.

(4) The name and residence address of each person responsible for directing and supervising the conduct of the campaign. However, the division shall not divulge the residence address unless ordered to do so by a court of competent jurisdiction, or in furtherance of the prosecution of a violation under this chapter.

(5) If the solicitation is one described under section 7(a)(3) of this chapter, the solicitation notice must include a copy of the required written authorization.

(f) Not later than ninety (90) days after a solicitation campaign has ended and not later than ninety (90) days after the anniversary of the commencement of a solicitation campaign lasting more than one (1) year, a professional solicitor shall submit the following information concerning the campaign to the division:

(1) The total gross amount of money raised by the professional solicitor and the charitable organization from donors.

(2) The total amount of money paid to or retained by the professional solicitor.

(3) The total amount of money, not including the amount identified under subdivision (2), paid by the charitable organization as expenses as part of the solicitation campaign.

(4) The total amount of money paid to or retained by the charitable organization after the amounts identified under subdivisions (2) and (3) are deducted.

The division may deny or revoke the registration of a professional solicitor who fails to comply with this subsection.

(g) The charitable organization on whose behalf the professional solicitor is acting must certify that the information filed under subsections (e) and (f) is true and complete to the best of its knowledge.

(h) At the beginning of each solicitation call, a professional fundraiser consultant and a professional solicitor must state all of the following:

(1) The name of the company for whom the professional fundraiser consultant or professional solicitor is calling.

(2) The name of the professional fundraiser consultant or professional solicitor.

(3) The phone number and address of the location from which the professional fundraiser consultant or professional solicitor is making the telephone call.

(4) The percentage of the charitable contribution that will be expended for charitable purposes after administrative costs and the costs of making the solicitation have been satisfied.

(i) At least every ninety (90) days, a professional solicitor shall provide each charitable organization on whose behalf the professional solicitor is acting with access to and use of information concerning contributors, including the name, address, and telephone number of each contributor and the date and amount of each contribution. A professional solicitor may not restrict a charitable organization's use of information provided under this subsection.

As added by P.L.245-1983, SEC.1. Amended by P.L.248-1987, SEC.2; P.L.24-1989, SEC.3; P.L.48-1998, SEC.1; P.L.135-1999, SEC.8; P.L.155-2003, SEC.1; P.L.97-2004, SEC.86; P.L.245-2005, SEC.2.

IC 23-7-8-3Public records; inspection

Sec. 3. All registration statements and information required to be filed under this chapter with the division, are public records. The division shall maintain these records for at least two (2) years, and shall make them available to the general public for inspection and photocopying for a charge, during the normal business hours.

IC 23-7-8-4Registration fees; disposition; update to registration

Sec. 4. (a) A professional fundraiser consultant or professional solicitor who applies for registration shall pay a fee of one thousand dollars ($1,000). A partnership, limited liability company, corporation, or other entity that intends to act as a professional fundraiser consultant, or professional solicitor, may register for and pay a single registration fee of one thousand dollars ($1,000) on behalf of its members, officers, agents, and employees.

(b) The fees collected shall be used, in addition to funds appropriated by the general assembly, for the administration of this chapter.

(c) Before July 2 of each year, a professional fundraiser consultant or professional solicitor registered under this chapter must file an update to the registration. A renewal fee of fifty dollars ($50) must accompany this update.

As added by P.L.245-1983, SEC.1. Amended by P.L.24-1989, SEC.4; P.L.8-1993, SEC.320; P.L.48-1998, SEC.2.

IC 23-7-8-5Accurate fiscal records; requirement

Sec. 5. (a) Every professional fundraiser consultant and professional solicitor required to register under this chapter shall keep accurate fiscal records regarding its activities in Indiana. A professional fundraiser consultant or professional solicitor shall retain the records for at least three (3) years after the end of the period of registration to which they relate.

(b) Records maintained under subsection (a) shall be made available for inspection and copying by the division upon oral or written request of the division at any time during the normal business hours of the professional fundraiser consultant or professional solicitor.

As added by P.L.245-1983, SEC.1. Amended by P.L.24-1989, SEC.5; P.L.48-1998, SEC.3.

IC 23-7-8-6Required disclosures at time of solicitation; written confirmation

Sec. 6. (a) A professional solicitor subject to registration under this chapter or a person who is employed to solicit or act on behalf of a professional solicitor subject to registration under this chapter shall disclose at the time of the solicitation and before the donor agrees to make a contribution:

(1) the name and, upon request, the address of the charitable organization that is being represented;

(2) the fact that the person soliciting the contribution is, or is employed by, a professional solicitor, and the fact that the professional solicitor is compensated;

(3) the full name of the professional solicitor and, upon request, the telephone number the person being solicited can call to confirm the information provided under this section; and

(b) If a person solicits in writing or in person, the disclosures required by subsection (a)(1) and (a)(2) shall be in writing. If a person solicits by telephone, the disclosures required by subsection (a)(1) and (a)(2) shall be made orally.

(c) A written confirmation shall be mailed within ten (10) days after each solicitation in which a contribution has been given. This confirmation must include the disclosures required under subsection (a)(1) and (a)(2).

(e) A contributor has the right to cancel a pledge for monetary contribution at any time prior to making the contribution.

As added by P.L.245-1983, SEC.1. Amended by P.L.248-1987, SEC.3; P.L.24-1989, SEC.6; P.L.48-1998, SEC.4.

IC 23-7-8-7Prohibited acts

(2) misrepresent that the person is an officer or employee of a public safety agency;

(3) use the name "police", "law enforcement", "trooper", "rescue squad", "firemen", or "firefighter" unless a bona fide police, law enforcement, rescue squad, or fire department authorizes its use in writing;

(4) misrepresent to anyone that the contribution will be used for a charitable purpose if the person has reason to believe the contribution will not be used for a charitable purpose;

(5) misrepresent to anyone that another person endorses the solicitation unless that person has consented in writing to the use of the person's name for the purpose of endorsing the solicitation;

(6) misrepresent to anyone that the contribution is solicited on behalf of anyone other than the charitable organization that authorized the solicitation; or

(7) collect or attempt to collect a contribution in person or by means of a courier unless:

(A) the solicitation is made in person and the collection or attempt to collect is made at the time of the solicitation; or

(B) the contributor has agreed to purchase goods or items in connection with the solicitation, and the collection or attempt to collect is made at the time of delivery of the goods or items.

(b) A person who solicits charitable contributions shall not represent that tickets to events will be donated for use by another, unless the following requirements have been met:

(1) The paid solicitor has commitments, in writing, from charitable organizations stating that they will accept donated tickets and specifying the number of tickets they are willing to accept.

(2) No more contributions for donated tickets are solicited than the number of ticket commitments received from charitable organizations.

As added by P.L.245-1983, SEC.1. Amended by P.L.248-1987, SEC.4; P.L.24-1989, SEC.7; P.L.48-1998, SEC.5; P.L.155-2003, SEC.2.

IC 23-7-8-8Complaints; injunctive relief; violations; fines

Sec. 8. (a) The division may receive, investigate, and prosecute complaints concerning the activities of professional fundraiser consultants and professional solicitors who:

All complaints must be in writing, signed by the complainant, and filed with the division.

(b) The attorney general may subpoena witnesses, send for and compel the production of books, records, papers, and documents of professional fundraiser consultants and professional solicitors who are subject to registration under this chapter, for the furtherance of any investigation under this chapter. The circuit or superior court located in the county where the subpoena is to be issued shall enforce any such subpoena by the attorney general.

(c) The attorney general may bring an action to enjoin a violation of this chapter. In this action, the court may order a person who has violated this chapter to pay the reasonable costs of investigation and prosecution incurred by the attorney general, may award the state civil penalties up to five hundred dollars ($500) for each violation, and may order the professional fundraiser consultant or professional solicitor to repay money unlawfully received from aggrieved solicitees. In ordering injunctive relief, the division is not required to establish irreparable harm but only a violation of a statute or that the requested order promotes the public interest. It is an affirmative defense to the assessment of civil penalties under this subsection that the defendant acted pursuant to a good faith misunderstanding concerning the requirements of this chapter.

as required by this chapter, commits a Class B misdemeanor. However, the offense is a Class A misdemeanor if the person has a previous unrelated conviction under this subsection.

(e) A local unit of government may adopt an ordinance which regulates professional fundraisers and solicitors if the ordinance does not conflict with this chapter.

(f) A professional fundraiser consultant, or a professional solicitor, who has the person's principal place of business outside of Indiana, or who has organized under the laws of another state, and who solicits contributions from persons in Indiana, is subject to this chapter and shall be considered to have appointed the secretary of state as his agent. All service of process under this subsection shall be made on the secretary of state under Rule 4.10 of the Indiana Rules of Trial Procedure.

(g) Under rules adopted by the attorney general, the attorney general may impose fines on professional fundraiser consultants and professional solicitors for the late filing of information required to be filed under this chapter.

As added by P.L.245-1983, SEC.1. Amended by P.L.248-1987, SEC.5; P.L.24-1989, SEC.8; P.L.1-1998, SEC.128; P.L.48-1998, SEC.6; P.L.135-1999, SEC.9.

IC 23-7-8-9Assurance of voluntary compliance; form; filing

Sec. 9. (a) In the administration of this chapter, the attorney general may accept an assurance of voluntary compliance with respect to any violation of this chapter. The assurance of voluntary compliance may include any of the following:

(1) Stipulation for the voluntary payment by the person of the costs of investigation.

(2) Payment of an amount to be held in escrow pending the outcome of an action or as restitution to aggrieved persons.

The assurance of voluntary compliance must be in writing. It must be filed with the court having jurisdiction over the violation and is subject to the court's approval.

(b) The giving of an assurance of voluntary compliance under this section is not, for any purpose, considered an admission of a solicitation or failure to register in violation of this chapter. However, any violation of the terms of the assurance constitutes prima facie evidence of a violation of this chapter. An investigation or court action terminated on the basis of the giving of an assurance of compliance under this section may be reopened by the attorney general at any time for further proceedings that are in the public interest.

Ch. 2.Land Acquisition and Construction of Buildings for Benevolent Purposes

IC 23-10-2Chapter 2. Land Acquisition and Construction of Buildings for Benevolent Purposes

23-10-2-8Selection of appointment of trustees according to custom

23-10-2-21Donor of private burying ground; exclusive right of admitting

23-10-2-22Subsequent disposition by donor; applicability of chapter

IC 23-10-2-1Acquisition of land; purposes

Sec. 1. Any persons, congregation, society, church or any grand or subordinate lodge of Free Masons, or Odd Fellows, or Knights of Pythias, or any grand or subordinate chapter, council or encampment of Free Masons, or Odd fellows, or Knights of Pythias, or any temple or division of the Sons or Daughters of Temperance, and any voluntary association for religious, educational, scientific or benevolent purposes may take by purchase, grant or devise lots or tracts of land not exceeding one hundred sixty (160) acres, upon which to erect buildings for religious worship or for such other purposes as will best attain the objects of said several organizations, and, for that purpose, may elect not less than three (3) nor more than nine (9) trustees, who shall possess the power and perform the duties named in this chapter.

Formerly: Acts 1852, 1RS, c.101, s.1; Acts 1895, c.10, s.1. As amended by P.L.136-2018, SEC.133.

IC 23-10-2-2Society; definition

Sec. 2. The word "society" in this chapter shall be deemed to include churches, associations, congregations, grand and subordinate lodges, chapters, councils, encampments, divisions, and all other orders enumerated in section 1 of this chapter.

Formerly: Acts 1852, 1RS, c.101, s.2; Acts 1895, c.10, s.2. As amended by P.L.34-1987, SEC.337.

IC 23-10-2-3Election of trustees; notice

Sec. 3. Notice of the first election of trustees shall be given at least ten (10) days before the election by publication in a newspaper of the county, if any be published in the county, otherwise by posting such notices in three (3) public places in the township where such election is to take place, one (1) of which notices shall be posted at the place where the proposed election is to be held. Such notice shall state the time, place and object of such election; and the same shall be held at the usual place of worship or meeting of such society, if any there be. However, at any subsequent election of such trustees, no such notice shall be necessary where such lodge or society shall, in its rules, by-laws or constitution, provide and fix the time and place for the election of its trustees.

Formerly: Acts 1852, 1RS, c.101, s.3; Acts 1895, c.10, s.3. As amended by P.L.136-2018, SEC.134.

IC 23-10-2-4Election certificate; recording; duties of clerk

Sec. 4. Such society, at the first and every subsequent election, shall appoint a clerk thereof, who shall take, count and make a poll-list of the votes given for trustees; and, within ten (10) days thereafter, shall deposit in the recorder's office of the county where the real estate granted is situate, a certificate setting forth the notice of such election, the time and place where the same was held, the name of the society and persons elected as trustees thereof; and the recorder of such county shall record the same among the records of deeds in his office.

IC 23-10-2-5Certificate; conclusive and presumptive evidence

Sec. 5. As between such society, the trustees thereof, and all other persons claiming under them, and any person granting real estate thereto, and all persons claiming under him, such certificate shall be conclusive evidence of the matters and things therein recited; and as between such society, the trustees thereof, and all persons claiming under them, and all other persons, it shall be presumptive evidence of such matters.

IC 23-10-2-6Succession of trustees

Sec. 6. Such trustees shall severally hold their offices until their successors are duly chosen according to the rules of such society; and any society, by a majority vote, at a meeting of one-third (1/3) of the resident members thereof notice being given as aforesaid, may remove such trustees, and elect others in their stead.

Sec. 7. Such society, or the trustees thereof, when organized for that purpose, may establish all necessary by-laws to carry out the objects of its organization.

IC 23-10-2-8Selection of appointment of trustees according to custom

Sec. 8. Any society may select or appoint trustees according to its common usage or custom, if they desire it; but a certificate of such selection or appointment, and the record of the same, as in case of their election, shall not be dispensed with.

IC 23-10-2-9Powers of trustees

Sec. 9. Such trustees shall be deemed a body politic and corporate, under such name and style as the society may elect; and, by that name, shall have power to contract, sue, be contracted with and sued with like effect as other persons or corporations.

IC 23-10-2-10Change of corporate name

Sec. 10. Such society may, at any meeting, by giving ten (10) days' notice of the time and purpose thereof, change their corporate name; but the name chosen by such society shall not be assumed until a record has first been made of the fact in the recorder's office of the proper county. Such change shall not affect the rights or liabilities of the society or of other persons or parties.

IC 23-10-2-11Receiving and holding conveyances of land

Sec. 11. The trustees chosen as provided in this chapter, after record of their election or appointment is made in the recorder's office of the proper county, shall have power and authority, as such trustees, to receive conveyances of lands, whether the same be by purchase, gift or otherwise, and to hold the same to their successors, as such trustees, in perpetuity, for the sole and exclusive benefit of such society and for the uses declared in such conveyance or grant.

IC 23-10-2-12Acquiring and possessing of personal property

Sec. 12. Such trustees and their successors in office may also acquire and possess personal property for the use of any such society, and may appropriate the same, and the income or interest thereof, and all other funds and incomes in their hands as such trustees, for the purposes designated by such society, not inconsistent with the trust.

IC 23-10-2-13Sale or other disposition of corporate property

Sec. 13. Such trustees, to more effectually carry out the objects of their trust, may sell, loan or otherwise dispose of their corporate property; and any conveyance thereof by such trustees, or a majority of them, in behalf of such society, shall vest in the purchaser of the same, all the right, title and interest thereto; but the provisions of this section shall not be construed to affect any gift, bequest or devise to such society, or to trustees for its use, nor to defeat the intentions of the grantor, donor or testator.

IC 23-10-2-14Revival of dissolved corporation

Sec. 14. When any society within the meaning of this chapter shall have been dissolved from any cause, a majority of the persons interested in the society may revive the same, within five (5) years after such dissolution, by electing a new board of trustees, and making record of such election in the recorder's office of the proper county, as provided in this chapter. And whenever, from any cause, any church or religious society holding and possessing property within the meaning of this chapter shall have been dissolved, the annual or quarterly conference, or other ecclesiastical body to which such church or religious society is directly subordinate, shall have power to appoint trustees, in accordance with the customs and usages of said church, to take charge and control of the property of said church or society until it shall be revived as contemplated by this chapter.

Formerly: Acts 1852, 1RS, c.101, s.14; Acts 1855, c.107, s.1. As amended by P.L.34-1987, SEC.338; P.L.136-2018, SEC.136.

IC 23-10-2-15Applicability of chapter to prior acquisitions

Sec. 15. The provisions of this chapter shall extend to every society, educational or religious, which, previous to May 6, 1853, had acquired land for the purpose of erecting a house of worship, or other appropriate building, not exceeding five (5) acres, upon condition that the consent of two-thirds (2/3) of the persons interested in the land is first obtained, the trustees are elected and certified, and other proceedings had as directed in this chapter for the election of trustees.

Formerly: Acts 1852, 1RS, c.101, s.15. As amended by P.L.34-1987, SEC.339; P.L.1-1991, SEC.161.

IC 23-10-2-16Performance of trustees' duties by officers

Sec. 16. The officers of any society, by whatever name such officers may be designated, elected in the manner prescribed by this chapter, or according to the rules of any such church, society, or order, may, whenever the laws or usages of the same require it, perform the duties of trustees, and, in their proper name and title, shall possess all the powers and be subject to the same liabilities as trustees; and the certificate of the election of such officers shall be recorded in the recorder's office of the proper county as in the case of trustees.

IC 23-10-2-17Applicability of chapter to cemetery associations

Sec. 17. All the provisions of this chapter are hereby extended, so far as the same may be applicable, to any individuals who may unite themselves together for the purpose of receiving donations of lands or purchasing the same for cemeteries.

IC 23-10-2-18Donations and purchases; rights and privileges

Sec. 18. When such donations or purchases shall be made to or by any such individuals, and a certificate thereof or conveyance therefor, together with the articles of association by which such individuals have become united for such purpose, shall be filed in the office of the recorder of the proper county, and by him recorded, such individuals shall enjoy all the privileges necessary for the preservation and protection of such cemetery, in the same manner as if such individuals were regularly incorporated by law, and such cemetery shall forever remain a burial place for the dead.

IC 23-10-2-19Conveyance for cemetery purposes; holding in trust

Sec. 19. Lands conveyed to the board of county commissioners, by deed duly recorded, for the purpose of a public or private cemetery, shall be held by such board forever in trust for such purpose.

IC 23-10-2-20Designated burial lots

Sec. 20. In all cases where the donors or donees of any public burying ground shall lay the same off into lots, plainly designated by corner stones or posts, and record a plat thereof in the recorder's office, then persons interring in said burying place shall bury within the lots so designated, and not out of them.

IC 23-10-2-21Donor of private burying ground; exclusive right of admitting

Sec. 21. The donor of a private burying ground, his heirs and assigns forever, shall have the exclusive right of admitting corpses for interment, and shall direct where the same shall be buried; and may grant any right of burial in such ground as shall not interfere with the graves already there or the rights of persons who have buried their dead in such ground.

IC 23-10-2-22Subsequent disposition by donor; applicability of chapter

Sec. 22. No burying ground specified in this chapter shall pass or be held contrary to the intent or meaning of this chapter by virtue of any subsequent devise, purchase, descent, or conveyance of the donor.

Ch. 5.Management of Educational Institutions Established Under General Laws and Special Enactments

Ch. 6.Management of Educational Institutions by Church or Ecclesiastical Bodies

IC 23-13-5Chapter 5. Management of Educational Institutions Established Under General Laws and Special Enactments

23-13-5-1Election of governing or administrative body by board of directors

23-13-5-5Assignment of capital stock of institution to board of directors or trustees

23-13-5-6Purchasing shares of dissatisfied stockholders; determination of value

23-13-5-7Nonappearing stockholders; determination of value of shares

23-13-5-8Nullifying action of board regarding corporate stock; vesting property and assets in local public school corporation; vesting in county; bonds

IC 23-13-5-1Election of governing or administrative body by board of directors

Sec. 1. Any university, college or other institution of learning heretofore organized and now existing under special enactments of the general assembly of the state of Indiana, constituting the charter of the institution, or which now is or hereafter may be organized under the general laws of the state of Indiana, may provide that the board of directors, trustees or other governing or administrative body thereof may from time to time be elected by such board of directors instead of by stockholders or otherwise.

IC 23-13-5-2Articles of association; contents

Sec. 2. In all cases of corporations organized after March 3, 1909, desiring to accept the provisions of this chapter, the corporation shall in its articles of association specifically set forth the number of trustees, directors, or other members of its governing or administrative board, the manner of election, their powers, and the system adopted for administering their respective funds.

IC 23-13-5-3Procedure for accepting provisions of chapter

Sec. 3. (a) All such corporations created before March 3, 1909, and existing on March 3, 1909, desiring to accept the provisions of this chapter may do so in the manner following, that is to say: At any regular meeting of the stockholders or others authorized to elect trustees or directors, such election shall be held in the usual manner; and thereupon such stockholders or electors may upon the affirmative vote of not less than two-thirds (2/3) in value of all the stock of such institution accept the provisions of this chapter for such corporation and may vote and declare that the board so elected and their successors shall be authorized and empowered thereafter from time to time to elect the directors, trustees, or other governing body of such institution; provided, also, that any university, college, or other institution of learning, the graduates of which university, college, or other institution of learning have and maintain an active alumni association, organized and operating under a constitution and bylaws and which constitution defines who shall be the active members of such alumni association and which university, college, or institution of learning is operating on March 3, 1909, under this chapter, by resolution duly passed at any regular meeting of the board of directors, trustees, or other governing body of such university, college, or institution of learning, or at a special meeting of such board of directors, trustees, or other governing body of such institution, called for that purpose, of which meeting, and the time, place, and the purpose thereof, ten (10) days notice, in writing, shall be given to all directors, trustees, or other governing body, and by a majority vote of the directors, trustees, or other governing body, may provide:

(1) that, after a date to be fixed in said resolution, and which date so fixed shall not be less than one hundred twenty (120) days from the date on which such resolution shall be passed, the number of directors, trustees, or members of the governing board thereof shall be nine (9);

(3) that four (4) of such members shall be selected by the active members of the alumni association of such university, college, or institution of learning;

(4) that of the five (5) to be selected by such governing body, one (1) shall be elected to serve for the term of one (1) year, one (1) for the term of two (2) years, and three (3) for the term of three (3) years;

(5) that of the four (4) to be elected by the alumni association, one (1) shall be elected for the term of one (1) year, one (1) for the term of two (2) years, and two (2) for the term of three (3) years, and that thereafter the term of office of all members of such governing body shall be three (3) years, except when an election is had to fill a vacancy, in which case the election shall be only for the unexpired term;

(6) that the annual meeting of such board of trustees, directors, or other governing body shall be held on the first Monday of July in each year and that the term of office of outgoing directors, trustees, or other officers of such governing body shall expire on the date of such annual meeting and that the terms of the newly elected trustees, directors, or other officers of such governing body shall commence on said date;

(7) that the officers to be elected by said alumni association shall be elected by ballot, to be cast and taken at such time and in such manner, at such time and for such candidates as may be selected by the members of such alumni association, all in accordance with a resolution duly passed by such board of directors, trustees, or other governing body of such university, college, or other educational institution.

(b) A certified copy of the resolution of the board of trustees, directors, or other governing body of such university, college, or other institution of learning, duly attested as to its passage and its correctness, filed with the secretary of state and with the recorder of the county in which such university, college, or other institution of learning is situated, shall constitute an amendment of its said charter conformable to the provisions of this chapter.

Formerly: Acts 1909, c.52, s.3; Acts 1929, c.210, s.1. As amended by P.L.34-1987, SEC.344.

IC 23-13-5-4Perpetual existence; merger

Sec. 4. Any postsecondary educational institution which may be organized before, on, or after March 3, 1909, under or which may otherwise become subject to the provisions of this chapter shall be deemed to have a perpetual existence by operation of law. Any two (2) or more postsecondary educational institutions incorporated under the provisions of this chapter may be merged into one (1) corporation by the action of the boards of trustees of the respective corporations.

Formerly: Acts 1909, c.52, s.3a; Acts 1953, c.17, s.1. As amended by P.L.34-1987, SEC.345; P.L.2-2007, SEC.315.

IC 23-13-5-5Assignment of capital stock of institution to board of directors or trustees

Sec. 5. And at the same meeting of stockholders mentioned in section 3 of this chapter, or at any meeting of stockholders called for the purpose by the board of directors or trustees of such institution, upon not less than four (4) advertisements therefor, once a week for four (4) successive weeks preceding such meeting, printed in two (2) newspapers of general circulation published in the city of Indianapolis, Indiana, giving the date and place of such meeting, and the matters to be considered and acted upon thereat, the stockholders of said corporation created before March 3, 1909, and existing on March 3, 1909, may, by the vote of two-thirds (2/3) in value of all the stock of such corporation, vote that all the capital stock of the corporation shall be assigned and turned over to the directors or trustees of the corporation to be held by said directors for the benefit of the corporation. Upon such vote, the directors or trustees and their successors are and shall be authorized to hold for the benefit of said corporation exclusively and to vote any stock that may be so assigned and turned over to them. And when all the stock of said corporation shall, by virtue of the provisions of this chapter or otherwise, have come under the control or ownership of said directors or trustees, then they shall cancel the entire capital stock of such corporation, and such corporation shall cease to be represented in any sense by capital stock.

IC 23-13-5-6Purchasing shares of dissatisfied stockholders; determination of value

Sec. 6. The board of directors of any such corporation is hereby authorized to buy in for the corporation the share or shares of stock of any person or persons dissatisfied with the action of the majority of stockholders provided for in section 3 or 4 of this chapter, provided such dissatisfied stockholders did not vote with the majority at such meeting or meetings. If any such dissatisfied stockholder shall not be satisfied with the price offered for his stock by said directors or trustees, then he may apply by petition to one (1) of the judges of the circuit or superior courts, if any, of the county where such institution is located, making the corporation defendant therein, praying said court to appoint three (3) disinterested persons to estimate and appraise the fair cash value of the shares of such stock owned by the petitioner, and shall at the same time file with the clerk his certificate of stock in said corporation. And the value of such shares having been so appraised by said commissioners, by a vote of a majority thereof, shall be reported to said court, and when confirmed by the court, shall be final and conclusive on all parties, and thereupon said corporation shall be decreed to be the owner of such shares, and the petitioner shall assign his said stock to said corporation and deliver to said board of directors or trustees the certificate therefor and shall be paid the appraised value thereof out of the endowment or other funds of said corporation. Should any such petitioner fail after such appraisement to so assign and deliver said stock and the certificate therefor within sixty (60) days after the confirmation of such appraisal therefor, the said directors or trustees may make payment of the amount of such award to the clerk of the court for the party entitled thereto and, upon such payment, the clerk shall assign and deliver to said directors or trustees the said stock and certificate. The costs of such proceeding and appraisement shall be paid by the corporation in case the appraised value of such stock exceeds the sum offered therefor by such directors or trustees; otherwise such costs shall be paid by the petitioner.

IC 23-13-5-7Nonappearing stockholders; determination of value of shares

Sec. 7. Whenever a majority in value of the capital stock of any such corporation existing on March 3, 1909, shall have been assigned and turned over to the directors or trustees, as provided for in sections 5 and 6 of this chapter, the directors or trustees of such corporation may, if they see fit, cause to be filed in the circuit court or superior court, if any, of the county where the institution is located the petition of said institution, making defendant thereto any known stockholder or stockholders, as shown by the stock register of the corporation, or the stockholder's administrator and heirs (if the stockholder is dead) including the surviving spouse and any unknown heirs of such stockholder, and praying the court to appoint three (3) disinterested persons to estimate and appraise the fair cash value of the stock held by such persons. If it appear by affidavit that the name or residence of any stockholder or defendant is unknown or that the person is a nonresident of the state of Indiana, or that the person is believed to be dead and that the names of the person's surviving spouse and heirs or either are unknown, the clerk, by order of the court, shall cause a notice of the pendency of such action and the term at which the same will stand for trial to be published for three (3) weeks successively in some newspaper of general circulation printed in the English language and published in said county. And the value of such shares having been so appraised by said commissioners, by a vote of a majority thereof, when confirmed by the court, shall be final and conclusive upon all parties. And thereupon said corporation shall be decreed to be the purchaser and owner of such shares as against all parties served with notice or against whom or the unknown surviving spouse or heirs of whom publication was made as provided in this section, at and for the value of their respective shares as fixed by such appraisement; and said directors or trustees shall thereupon cause entry of such purchase and ownership to be noted upon the stock register of the corporation, and shall pay to the respective owners of such stock the value thereof as fixed by said appraisement whenever the owners shall present the certificate for such shares owned and assign the same to such corporation or the directors or trustees thereof.

IC 23-13-5-8Nullifying action of board regarding corporate stock; vesting property and assets in local public school corporation; vesting in county; bonds

Sec. 8. (a) Should for any cause any action of the board of directors or trustees of a corporation be invalid or ineffective in whole or in part as and for a cancellation or retirement of capital stock as provided in this chapter, then the entire act of cancellation or retirement as to all other stock shall be held null and void. If at any time after the transfer of any stock to the corporation or to the trustees or directors it becomes no longer possible for the corporation to operate the postsecondary educational institution as a postsecondary educational institution, and the fact is found to exist by the board of trustees or directors, the property and assets of the corporation vest in and belong absolutely to the local public school corporation within whose territorial limits the postsecondary educational institution is situated unless the local public school corporation elects to refuse to accept the property and assets in writing served upon the board of trustees or an officer thereof within one hundred twenty (120) days. If the local public school corporation elects to refuse to accept the property and assets, then the property and assets of the corporation vest in and belong absolutely to the county within whose territorial limits the postsecondary educational institution is situated unless the county, acting by its legislative body, elects to refuse to accept the property and assets in writing served upon the board of trustees or an officer within one hundred twenty (120) days. If the county refuses to accept the property and assets, the property and assets vest in and belong absolutely to the state general fund. If situated in a school city or town corporation, the election shall be made by the school board of the municipality.

(b) The local school corporation receiving the property or assets is responsible for the payment of the lawful debts and liabilities of the corporation. For the purpose of raising funds to pay the debts and liabilities, the township executive, with the concurrence and sanction of the township legislative body, or the city or town school board, as the case may be, is authorized and empowered to issue and sell bonds of the school city or school town. The debt created by the bonds, together with all other indebtedness of the school corporation, may not exceed two percent (2%) of the adjusted value of the taxable property within the school corporation as determined under IC 36-1-15. If the building or property of the corporation vested in the school corporation is suitable for instructing students of the township in the arts of agriculture, domestic science, or physical or practical mental culture, and in which to hold school or civic entertainments or be used for township, town, or city purposes, then the township executive, with the concurrence and sanction of the township, city, or town legislative body, as the case may be, is authorized and empowered to issue and sell bonds of the civil township, city, or town, as the case may be, and apply the proceeds to the payment of the debts and liabilities of the corporation. The proceeds of the bonds, together with all other indebtedness of the civil township, city, or town, may not exceed two percent (2%) of the adjusted value of the taxable property within the civil township, city, or town, as determined under IC 36-1-15. If the county receives the property, it is authorized to issue its general obligation bonds to pay the debts and liabilities as general obligation bonds of counties are issued under the general law. Unless the civil township and school and civil cities and towns can liquidate the debts and liabilities without violating Article 13, Section 1 of the Constitution of the State of Indiana and IC 36-1-15, they shall elect to refuse to accept the property. Unless the county can liquidate the debts and liabilities without violating the constitutional provision, it shall elect to refuse the property. If a civil township, city, or town uses its funds or the proceeds of the sale of its bonds to liquidate the debts and liabilities, it shall have an interest in the property in the proportion the funds expended by it bear to the funds expended by the school city or school town.

(c) Any bonds issued under this chapter shall be payable in not more than twenty (20) years after the date of their issuance. The municipal corporation issuing the bonds shall annually levy a tax on all of the taxable property within the municipal corporation in an amount sufficient to pay the interest on and the principal of such bonds as they mature. The bonds may mature and be payable either semiannually or annually. Notice of sale of the bonds shall be published once each week for two (2) weeks in a newspaper published in the municipal corporation issuing the bonds, or in a newspaper published in the county seat of the county in which the municipal corporation is located. Additional notices may be published.

(d) If the corporation ceases to exist or winds up its affairs without its board of trustees or directors finding that it is no longer possible for the corporation to operate the university, college, or institution of learning as a postsecondary educational institution, this shall have the same effect as such a finding.

Formerly: Acts 1909, c.52, s.7; Acts 1949, c.147, s.1; Acts 1951, c.78, s.1. As amended by P.L.8-1987, SEC.74; P.L.8-1989, SEC.83; P.L.1-1993, SEC.192; P.L.6-1997, SEC.196; P.L.246-2005, SEC.208; P.L.2-2007, SEC.316; P.L.233-2015, SEC.323.

IC 23-13-5-9Certificate regarding assignment of shares

Sec. 9. Whenever this chapter shall have been accepted by a vote of the stockholders, as provided in section 3 of this chapter, and not less than two-thirds (2/3) of all outstanding stock of the corporation shall have been assigned and turned over to the directors or trustees for the corporation, or directly to the corporation, then a certificate containing a copy of the resolutions or other proceedings and votes in said matter had and done at such stockholders' meeting, and also stating that such two-thirds (2/3) of all such stock has been so duly assigned and turned over, signed by the president of the directors or other chief executive officer of such corporation, and attested by the secretary thereof and the corporate seal of such institution attached thereto, shall be filed with the secretary of state for the state of Indiana, and thereupon, the same shall be taken and deemed as an amendment to and part and parcel of the charter of such institution, but such charter shall not be taken or deemed as altered or amended in any other respect than as specified in such resolution or votes.

IC 23-13-5-10Presumption of assignment

Sec. 10. After one (1) year from the date of any such stockholders' meeting, all stockholders shall be conclusively presumed to have assented to the action thereof and to have assigned their stock to said directors or trustees accordingly, unless, within such year, they shall have filed their respective petitions as provided for the valuation and sale of their stock. After one (1) year from the entry of any decree of court hereinbefore provided for, no appeal shall lie therefrom.

IC 23-13-6Chapter 6. Management of Educational Institutions by Church or Ecclesiastical Bodies

23-13-6-3Existing corporations; procedure for accepting provisions of chapter; exception

IC 23-13-6-1Election and power of governing body

Sec. 1. Any university, college, or other institution of learning organized before April 9, 1907, and existing on April 9, 1907, under special enactments of the general assembly of the state of Indiana constituting the charter of the institution, or which is organized on or after April 9, 1907, under the general laws of the state of Indiana, may provide that the board of trustees, or other governing or administrative body thereof may be elected in whole or in part by conferences, synods, presbyteries, or other church or ecclesiastical bodies; in part by graduates of such institution, and that the remainder shall be elected by the board of trustees of the institution, and define the powers of such governing or administrative body, and may further provide for such a system of holding, accounting for, and administering the funds of such institution as will divide such funds into independent classes representing endowment and general funds, with a separate custodian, manager, or treasurer of each of said funds.

IC 23-13-6-2Articles of association; contents

Sec. 2. In all cases of corporations organized after April 9, 1907, desiring to accept the provisions of this chapter, the corporation shall, in its articles of association, specifically set forth the number of the trustees or other members of its governing or administrative board, the manner of their election, their powers, and the system adopted for administering their respective funds.

IC 23-13-6-3Existing corporations; procedure for accepting provisions of chapter; exception

Sec. 3. All corporations created before April 9, 1907, and existing on April 9, 1907, desiring to accept the provisions of this chapter, may do so in the manner following, that is to say: The board of trustees, or the joint board of trustees and visitors, or other governing body of such institution, shall adopt a resolution specifying the number of trustees, or other officers, who shall constitute the governing body thereof, the manner of their election, their powers, and the system adopted for administering the respective funds of such institutions. After such resolution shall have been adopted by said governing body, the same shall be submitted to each conference, synod, presbytery, or other church or ecclesiastical body and society of alumni, if any, theretofore authorized to elect any or all of the members of such governing body. Each such conference, synod, presbytery, or other church or ecclesiastical body and society of alumni, shall, by formal resolution, either confirm or reject such resolution, and shall transmit such action, certified to by the presiding officer and secretary thereof, to the president of such board of trustees or other governing body. In the event each and all of said conferences, synods, presbyteries, or other church or ecclesiastical body and society of alumni theretofore entitled to elect any of the members of such board of trustees or other governing body of such institution shall have adopted such resolution confirming the original action of such board of trustees or such joint board of trustees and visitors, or other governing body of the institution, the president thereof shall transmit to the secretary of state for the state of Indiana, a copy of the original resolutions of such board of trustees or joint board of trustees and visitors of said institution, and also a copy of the resolution adopted by each of said conferences, synods, presbyteries, or other church or ecclesiastical body and society of alumni confirming such action, if any, duly certified under his hand as such president and duly attested by the signature of the secretary of such governing body and the corporate seal of such institution attached thereto, which certificate shall also certify that no church or ecclesiastical body or society of the alumni other than those shown to have confirmed such resolution of the board of trustees or other governing body were heretofore entitled or accustomed to elect any members of such governing board. Upon the filing of such resolution with the secretary of state for the state of Indiana, it shall be taken and deemed as an amendment to and part and parcel of the charter of such institution. But said charter shall not be taken or deemed as altered or amended in any other respect than as specified in such resolution. Thereupon said secretary of state for the state of Indiana shall issue his certificate under the great seal of the state of Indiana, certifying that a copy of such resolution has been lodged in his office, and that the same constitutes such amendment to the charter of such institution. Provided, nothing in this chapter shall be construed as applying to any educational institution in this state receiving state aid.

IC 23-13-9Chapter 9. Special Provisions Relating to Educational Trustees

23-13-9-1Board of directors; membership in church or religious denomination designated in resolution

IC 23-13-9-1Board of directors; membership in church or religious denomination designated in resolution

Sec. 1. Any university or college organized or existing as a corporation under the provision of any special law, or special charter, enacted or granted by the general assembly of this state, and having a board of directors, and being a corporation having capital stock, may, by a vote of a majority of its capital stock, at any stockholders' meeting, whether regular or special, of the stockholders of such corporation, by by-law or resolution enacted or adopted at such meeting, provided that at least four-fifths (4/5) of the members of such board of directors shall be members in good standing and full fellowship of and in any church or religious denomination as may be named or designated in such by-law or resolution, and in such by-law or resolution provide that at any election of members of such board of directors, there shall first be elected persons to the number of at least four-fifths (4/5) of the total number of members comprising such board in good standing and in full fellowship in such church or denomination: Provided, That such by-law or resolution shall be enacted or adopted by, on or before the first day of January, 1907: And provided, further, That a certified copy of such by-law or resolution, under the hand of the president of such university or college, or of its board of directors, with the corporate seal of such university or college annexed, and attested by the secretary of such university or college, be filed with the secretary of state of the state of Indiana within three (3) months from the date of the enacting or adoption of such by-law or resolution, and, upon being thus filed, such by-law or resolution shall be taken and deemed to be and as a part of the charter of such university or college.

23-13-10-3Existing institutions; accepting provisions of chapter

IC 23-13-10-1Election of alumni trustees

Sec. 1. Any educational institution, university or college, incorporated under any law of the state of Indiana, may admit to membership in its board of trustees any number of additional trustees, not exceeding four (4), who may be chosen or elected such trustees by the alumni of such institution, university or college, whenever the existing boards of trustees, or their successors in office, may determine such action to be expedient: Provided, That all persons or bodies of persons entitled under the charter of said institution to choose the trustees thereof, shall have first signified their assent to such action. The manner of electing such trustees by such alumni shall, in each instance, be determined by the board of trustees of such educational institution, university or college.

IC 23-13-10-2Addition or reduction in number of trustees

Sec. 2. Any existing board of trustees of any such institution, university or college may add to or diminish the number of trustees thereof: Provided, The minimum number of such trustees shall be seven (7) and the maximum number twenty-five (25), said reduction or addition to be determined by a two-thirds (2/3) vote of the trustees.

IC 23-13-10-3Existing institutions; accepting provisions of chapter

Sec. 3. Whenever the board of trustees of any such institution, university, or college, incorporated under any law of the state of Indiana, which has been pursuing the purposes of its charter since March 6, 1892, shall file with the secretary of state a resolution, duly adopted by such board, signifying formal acceptance of the provisions of this chapter, the same shall be taken and held as part of the original charter of such institution, university, or college.

IC 23-13-11Chapter 11. Merger, Consolidation, and Use of Assumed Common Names

23-13-11-2Merger and consolidation of common stock or other evidence of property

IC 23-13-11-1Adoption of common names

Sec. 1. Whenever any boards of trustees or any number thereof, organized before August 17, 1855, under any general or special law of this state for the purpose of establishing a high school, academy, college, or university, may desire to assume a common name, it shall and may be lawful for such board or boards, by resolution, to be entered upon its or their respective record or records, to adopt such common name as shall be agreed upon.

IC 23-13-11-2Merger and consolidation of common stock or other evidence of property

Sec. 2. Said boards of trustees shall have power and are hereby authorized to merge and consolidate their stock or other means, into one (1) common stock, whether the same shall consist of real estate, moneys, bonds, bills, notes, mortgages or other evidences of property or debts, upon such terms as may be mutually agreed upon.

IC 23-13-11-3Recording resolution causing change of name

Sec. 3. It shall be the duty of such boards of trustees to cause a copy of the resolutions changing their name and consolidating their property, as above prescribed, to be recorded in the office of the clerk of the circuit court of the county in which such high school, academy, college or university may be located, and a duplicate thereof with the secretary of state.

IC 23-13-11-4Effect of change

Sec. 4. The change of name and the consolidation of property, as provided in this chapter, shall not be so construed as to deprive such board or boards of trustees of any of the powers and franchises granted in the original act or acts of incorporation, or amendments thereto, nor shall any thing contained in this chapter be so construed as to prevent any such board or boards of trustees so changing their name or names, for all the rights and liabilities which may have accrued previous to changing their name and consolidating their property.

23-13-12-2Increase or diminution in number of directors or trustees

IC 23-13-12-1Right to borrow; security for loan

Sec. 1. Any incorporated university, college, academy, theological institution, or high school existing on November 1, 1851, under either a special charter or a general law, is hereby authorized to borrow money for the benefit and use of such corporation, and to secure the same by mortgage of any of the property, real or personal, of any such corporation.

IC 23-13-12-2Increase or diminution in number of directors or trustees

Sec. 2. Any such corporation may, by a vote of a majority of the board of trustees or directors, or by a vote of the stockholders at any general meeting, if it be a stock corporation, either increase or diminish the number of directors or trustees of such corporation, so that they shall not be less than five (5) nor more than twenty-one (21).

IC 23-13-15Chapter 15. Acquiring, Holding, and Disposing of Real Estate

23-13-15-1Universities and colleges; authorization; acceptance of section

IC 23-13-15-1Universities and colleges; authorization; acceptance of section

Sec. 1. Any university or college, incorporated by and under the laws of the state of Indiana, shall have the right to acquire and hold real estate by donation, devise, or purchase on foreclosure of mortgage given to secure any part of the endowment fund of said university or college, and the same to dispose of for the use and purposes of such university or college, such real estate not to exceed in value the sum of five hundred thousand dollars ($500,000), exclusive of the realty used and occupied for university and college grounds and buildings; provided, that all such real estate shall be disposed of within twenty (20) years after the same has been so acquired; and provided, further, that any such university or college shall, no later than September 9, 1885, file with the secretary of state of Indiana a certified copy of the proceedings of the board of trustees of such university or college accepting the provisions of this section as part of the organic laws of such university or college.

23-13-16-4Amendment of charter provisions relating to number of trustees or directors; procedure

IC 23-13-16-1Repealed

Formerly: Acts 1941, c.62, s.1. As amended by P.L.34-1987, SEC.358. Repealed by P.L.1-1989, SEC.75.

IC 23-13-16-2Amendment of charter to remove limitations

Sec. 2. Any university or college organized before July 8, 1941, under the laws of the state of Indiana, whether by special law or under general laws, whose charter, whether by virtue of the special law creating such university or college or by virtue of general laws whose provisions have been accepted by it, contains a limitation or limitations upon the amount of property which may be owned by such university or college at any given time, may have and is hereby given the right to amend its charter so as to remove all such limitations by accepting the provisions of this chapter as provided in section 3 of this chapter.

IC 23-13-16-3Procedure to remove limitations in charter

Sec. 3. (a) Any university or college described in section 2 of this chapter desiring to amend its charter so as to remove the limitations upon the amount of property ownership as referred to in section 2 of this chapter and desiring to accept this chapter may do so by the adoption by its board of directors or board of trustees of a resolution to that effect and by filing proof of such adoption, verified by at least a majority of the board, in the office of the secretary of state.

(b) The charter shall be deemed amended to remove such limitations as of the date when such proof is filed in the office of the secretary of state.

Formerly: Acts 1941, c.62, s.3. As amended by P.L.34-1987, SEC.360; P.L.1-1989, SEC.48.

IC 23-13-16-4Amendment of charter provisions relating to number of trustees or directors; procedure

Sec. 4. Any university or college organized before July 8, 1941, under the laws of this state, whether by special law or under general laws, whose charter, whether by virtue of the special law creating such university or college or by virtue of general laws whose provisions have been accepted by it, contains provisions concerning the appointment and number of the board of trustees or board of directors of such university or college may have and is hereby given the right to amend its charter in respect to the number of persons on its board of trustees or board of directors by the adoption of a resolution passed by a majority vote of its board to that effect, and by filing proof of such adoption, verified by at least a majority of its directors. The charter shall be deemed to be amended as of the date when such proof is filed in the office of the secretary of state. However, the provision of this section shall not apply to any state college or university.

Formerly: Acts 1941, c.62, s.4; Acts 1947, c.30, s.1. As amended by P.L.34-1987, SEC.361; P.L.206-2021, SEC.6.

23-13-19-1Body corporate and politic; appointment of faculty; powers and duties

23-13-19-2Board of trustees; members; elections; alumni trustees

IC 23-13-19-1Body corporate and politic; appointment of faculty; powers and duties

Sec. 1. (a) Wabash College is a body corporate and politic that has perpetual succession.

(b) The board of trustees of Wabash College shall have power to appoint a faculty in said college consisting of a president, professors, and tutors, as the necessities of the institution may demand. The faculty so appointed, by and with the approbation of the board of trustees, shall have power to grant and confer such degrees in the liberal arts and sciences as are usually granted and conferred in other colleges in the United States. However, no degrees shall be conferred, or diplomas granted, except to students who have acquired the same proficiency in the liberal arts and sciences as is customary in other colleges in the United States.

(2) acquire, hold, enjoy, and transfer property, real or personal, in their corporate capacity;

(5) receive and accept any grant, gift, donation, bequest or conveyance, by any person, company, or corporation of any property, real or personal: and hold and enjoy and dispose of the same as may be deemed best for the interests of said college;

(6) make, ordain, establish, and execute such bylaws, rules, and ordinances, not inconsistent with the Constitution and laws of the United States, or of this state, as they shall deem necessary for the welfare of said institution; and

(7) do all other acts in pursuance thereof necessary for the prosperity of said college.

IC 23-13-19-2Board of trustees; members; elections; alumni trustees

Sec. 2. The board of trustees of Wabash College shall consist of twenty-one (21) members, one (1) of whom shall be the president of the college, and whose term of office as trustee shall be of equal duration with his incumbency of the presidency of the college. The other twenty (20) members shall be elected for a term of four (4) years, in classes of five (5) each year, as the successors of the trustees whose terms of office will expire in that year. A trustee may succeed himself in office. All of such elections shall be by a majority vote of the trustees in office present and voting at the election meeting. However, two (2) trustees in each even-numbered year and one (1) trustee in each odd-numbered year shall be chosen by the alumni of the college by the process provided in section 3 of this chapter and shall be known as "alumni trustees".

Formerly: Acts 1834, c.18, s.2; Acts 1851, c.102, s.5; Acts 1901, c.19, s.1,2; Acts 1933, c.197, s.1; Acts 1973, P.L.337, SEC.1; Acts 1978, P.L.153, SEC.1. As added by Acts 1982, P.L.146, SEC.3.

IC 23-13-19-3Selection of alumni trustees

(b) At the annual meeting of the alumni association of Wabash College, a committee of canvassers consisting of three (3) alumni, at least one (1) of whom shall be a resident of Montgomery County, Indiana, shall be elected to serve for the ensuing year and until their successors are elected. The board of directors of the National Association of Wabash Men shall nominate at least four (4) persons in even-numbered years and at least three (3) persons in odd-numbered years, all of such persons to be alumni of the college, as its choice of candidates for the position or positions of alumni trustee to be voted for by the alumni in the election.

(c) On the fourth Tuesday of February in each year, the registrar shall distribute to each alumnus of the college a ballot which lists the names of the candidates selected by the board of directors of the National Association of Wabash Men, along with spaces for two (2) "write-in" candidates in even-numbered years and a space for a "write-in" candidate in odd-numbered years. Such distribution of ballots by the registrar may be accomplished by regular mail, electronic mail, or any other method of transmission reasonably calculated to allow the alumni of the college to receive the ballots and vote within the time frame described in this section. The ballot shall also contain information and instructions concerning the time and manner of voting. Each alumnus is entitled to vote for two (2) candidates in even-numbered years, and for one (1) candidate in odd-numbered years. Each alumnus shall designate on his ballot his two (2) choices or his one (1) choice for the positions or position of alumni trustee, as the case may be, and shall vote for the alumnus' choice or choices of candidates by use of a secure electronic agent that creates an electronic record with the capability of including an electronic signature, consistent with the definitions provided in IC 26-2-8-102, as established by the registrar. Alternatively, an alumnus may print a paper copy of his ballot, designate his two (2) choices or his one (1) choice for the positions or position of alumni trustee, as the case may be, manually sign his ballot, and mail it to the committee canvassers in care of the registrar's office, Wabash College, Crawfordsville, Indiana. On the fourth Tuesday of April in each year, the ballots shall be canvassed by the committee of canvassers. Within three (3) days thereafter the committee shall certify to the secretary of the board of trustees the names of the two (2) candidates in even-numbered years and the name of the one (1) candidate in odd-numbered years, receiving the highest number of votes. At its next meeting following the fourth Tuesday in April of each year, the board of trustees shall elect to its membership the two (2) candidates or the one (1) candidate, as the case may be, whose names or name has been so certified to the board's secretary by the committee of canvassers.

(d) If, in any year, for any cause, the alumni fail to select the alumni trustee or trustees as provided in this section, the board of trustees shall elect, by a majority vote of the trustees in office present and voting at the election meeting, two (2) alumni in even-numbered years or one (1) alumnus in odd-numbered years, as the case may be, to serve as alumni trustees of Wabash College. Subject to the provisions of this chapter, the trustees shall, by a majority vote of their number present and voting at the time of such election, elect successor trustees in the event of the death or resignation of any of their number. Any vacancies so filled shall be for the unexpired term of the trustee whose death or resignation has caused such vacancy.

(e) The word "alumnus", as used throughout this section, means any person holding a degree in a course from the college and any person who has been in residence at the college one (1) year or more. The word "alumnus" does not include any person actively on the rolls of the college as an undergraduate at the time of any annual election of trustees, or any person without a degree who entered the college with a class which has not yet graduated at the time of any annual election.

Formerly: Acts 1834, c.18, s.2; Acts 1851, c.102, s.5; Acts 1901, c.19, s.1,2; Acts 1933, c.197, s.1; Acts 1973, P.L.337, SEC.1; Acts 1978, P.L.153, SEC.1. As added by Acts 1982, P.L.146, SEC.3. As amended by P.L.31-2013, SEC.1; P.L.216-2021, SEC.47.

23-13-20-4Board of trustees; members; amendment of charter; bylaws

23-13-20-5Board of trustees; officers; bonds; quorum; majority rule

23-13-20-6Board of trustees; election of president and instructors; courses; tuition; ex officio and faculty members

23-13-20-7Meetings; notice of special meetings; removal of trustee

23-13-20-8Application of funds; donations, devises, and bequests

IC 23-13-20-1Body corporate and politic; powers of board

Sec. 1. The University of Evansville is a body corporate and politic. The board of trustees of the university has perpetual succession and has full power to do the following:

(4) Acquire, hold, and convey real and personal property, manage and dispose of property and all money belonging to the corporation in the manner that seems to the trustees to be best adapted to promote the objects and purposes of the university.

(5) Own, lease, mortgage, pledge, sell, exchange, or otherwise dispose of real and personal property, to borrow money, and to issue, sell, and pledge its obligations and evidences of indebtedness, and to mortgage its property to secure the payment of indebtedness.

(8) In conjunction with the faculty, confer upon those whom they deem worthy all honors and degrees usually conferred by colleges and universities.

IC 23-13-20-2Objects of corporation

Sec. 2. The objects of the corporation are to promote the general interests of education, and to qualify men and women to engage in the employments and professions of society and to discharge honorably and usefully the various duties of life. The profession of a particular religious faith shall not be required of a person who becomes a student.

IC 23-13-20-3Location of university

Sec. 3. The university shall be located at or near the city of Evansville, Vanderburgh County, Indiana.

IC 23-13-20-4Board of trustees; members; amendment of charter; bylaws

(1) Twenty-four (24) members elected at large by the members of the board of trustees.

(2) Six (6) members elected by the South Indiana Conference of The United Methodist Church.

(4) Three (3) members elected by the members of the freshman, sophomore, junior, and senior classes of the university, voting jointly.

(5) Three (3) members elected by the North Indiana Conference of The United Methodist Church.

(6) The Bishop of the Indiana Area of The United Methodist Church, who serves as an ex officio member.

(3) The authority and procedure for and the manner of electing or appointing members of the board of trustees.

(1) the adoption of a resolution by a majority vote of its board of trustees; and

(2) filing proof of the adoption, verified by at least a majority of the board of trustees, and sworn to before a person authorized to administer oaths, in the office of the secretary of state.

(f) The charter is amended as of the date the required proof is filed in the office of the secretary of state.

(g) Except as provided in this chapter, the bylaws adopted by the board of trustees may prescribe the following:

(8) The method and procedure for altering the current number of members of the board.

IC 23-13-20-5Board of trustees; officers; bonds; quorum; majority rule

(5) The assistant secretaries, assistant treasurers, and other officers provided for in the bylaws.

(b) The treasurer and all assistant treasurers shall give a bond in the penal sum and with securities approved by the trustees before entering upon the duties of office.

(c) Fourteen (14) trustees constitute a quorum for the transaction of all official business. The majority of the members present at a meeting determine the action of the board.

IC 23-13-20-6Board of trustees; election of president and instructors; courses; tuition; ex officio and faculty members

Sec. 6. (a) The board of trustees has full power to elect in the manner and for the time it deems expedient, a president of the university, together with the professors and instructors necessary to form an efficient faculty for the instruction of the various courses taught. The courses shall be arranged and determined by the trustees in conjunction with the faculty and the university senate.

(b) A professor or instructor may not be elected by the board of trustees except upon nomination of the president of the university. The trustees and faculty shall fix the rate of tuition and fees to be paid by the students.

(c) The ex officio members of the board of trustees have the rights, privileges, and duties of the elected trustees, including the right to vote. Except for the president of the university, a member of the board may not be a member of the faculty. If an elected member of the board becomes a member of the faculty, the member is removed from the board. The vacancy shall be filled by the board of trustees until the next regular election.

IC 23-13-20-7Meetings; notice of special meetings; removal of trustee

Sec. 7. (a) The board of trustees shall meet each May or June in the city of Evansville on a date determined by the board. The president of the university, the chairman of the board of trustees, the faculty of the university, any five (5) of the trustees, or the executive committee appointed by the board may call a special meeting of the board. Ten (10) days written notice of a special meeting must be mailed to each member of the board of trustees at the member's last known address.

(b) A working majority of the board of trustees may, at any time, for good cause, declare a vacancy on the board due to lack of interest or otherwise by a member, and appoint a successor. The retired member shall receive notice of the removal by mail sent to the last known address of the member. The trustee appointed to fill the vacancy serves until the next election by the appointing authority.

IC 23-13-20-8Application of funds; donations, devises, and bequests

Sec. 8. The board of trustees shall faithfully apply all funds collected by the board according to its best judgment, in the erection of suitable buildings, purchase of equipment, care of buildings and grounds, the purchase of real and personal property, and in payment of salaries to instructors, officers, and agents. The trustees may receive for and on behalf of the university, donations, devises, and bequests made either generally for the benefit of the university or for purposes in harmony with the objects of the university.

IC 23-13-20-9Patronage of United Methodist Church

Sec. 9. The university is under the patronage of the Indiana Area of The United Methodist Church and is entitled to all the privileges and benefits accruing from time to time to institutions of The United Methodist Church from patronizing conferences.

IC 23-13-20-10John C. Moore building

Sec. 10. A major building on the campus of the university must bear the name of John C. Moore to honor and perpetuate the memory of the founder of Moores Hill College.

Ch. 42.Burial Rights by Designation, Bequest, or Descent, and Rights of Co-Owners

Ch. 42.5.Burial With Law Enforcement Animals or Service Animals

Ch. 44.Prohibition on Road and Utility Construction in Cemeteries

Ch. 45.Construction of Railroads on Cemetery Property Prohibited

Ch. 47.Use, Sale, and Installation of Monuments and Other Commodities

Ch. 54.5.Unclaimed Remains of Veterans and Dependents of Veterans

Ch. 60.Legalization of Defectively Formed Cemetery Associations and Corporations

Ch. 62.Conveyance of County Cemeteries to Private Corporations

Ch. 63.Conveyance of Township Cemeteries to Private Corporations

Ch. 76.Application of Corporations Laws to Cemetery Associations

23-14-31-26Priority among persons having right to serve as authorizing agent; persons who may not serve; disputes

23-14-31-27Authorization procedure; immunity from liability; exceptions

23-14-31-28Delegation of authority; immunity for reliance on cremation authorization form

23-14-31-29Effect of signing cremation authorization form; responsibility for final disposition

23-14-31-30Crematory authority; liability for cremation or disposition

23-14-31-31Cancellation by authorizing agent and instructions for alternative disposition

23-14-31-36Time; human remains containing hazardous materials; exceptions

23-14-31-38Destruction or cremation of casket or alternative container

23-14-31-44Legal control and disposition; forms concerning disposal

23-14-31-45Disposition of cremated remains where no instructions exist

23-14-31-47Liability for cremation designated by authorization

23-14-31-49Disputes concerning cremated remains; liability for refusing release

23-14-31-50Responsibility for prosthetic devices or valuables; resale of caskets or medical devices

IC 23-14-31-1"Alternative container" defined

Sec. 1. As used in this chapter, "alternative container" means a rigid or nonrigid receptacle or other enclosure that:

(6) provides protection for the health, safety, and personal integrity of crematory personnel.

IC 23-14-31-2"Authorizing agent" defined

Sec. 2. As used in this chapter, "authorizing agent" means a person legally entitled to order the cremation and final disposition of specific human remains.

IC 23-14-31-3"Board" defined

Sec. 3. As used in this chapter, "board" means the state board of funeral and cemetery service established by IC 25-15-9-1.

IC 23-14-31-4"Body part" defined

(1) a limb or other part of the human anatomy that is removed for medical purposes, treatment, surgery, biopsy, autopsy, or medical research; or

(2) a human body or a portion of a human body that has been donated to science for medical research purposes.

IC 23-14-31-5"Burial transit permit" defined

Sec. 5. As used in this chapter, "burial transit permit" means a permit for the transportation and disposition of a dead human body required under IC 16-37-3-10 or IC 16-37-3-12.

IC 23-14-31-6"Casket" defined

IC 23-14-31-7"Cremated remains" defined

Sec. 7. As used in this chapter, "cremated remains" means all human remains recovered after the completion of the cremation of a human body or body part, including the residue of any foreign materials, nonmetallic casket material, dental work, or eyeglasses that were cremated with the human remains but excluding any prosthetic or medical device.

IC 23-14-31-8"Cremation" defined

Sec. 8. As used in this chapter, "cremation" means the incineration of the body of a deceased person or a body part of a nondeceased person and the mechanical or manual reduction of identifiable bone fragments to unidentifiable bone fragments.

IC 23-14-31-9"Cremation chamber" defined

Sec. 9. As used in this chapter, "cremation chamber" means the enclosed space where the cremation takes place.

IC 23-14-31-10"Cremation room" defined

Sec. 10. As used in this chapter, "cremation room" means the room where the cremation chamber is located.

IC 23-14-31-11"Crematory" defined

Sec. 11. As used in this chapter, "crematory" means a building or structure, including a holding facility where human remains are or are intended to be cremated.

IC 23-14-31-12"Crematory authority" defined

Sec. 12. As used in this chapter, "crematory authority" means the legal entity or the entity's authorized representative that is registered by the board to operate a crematory and to perform cremations.

IC 23-14-31-13"Disposition" defined

Sec. 13. As used in this chapter, "disposition" means the cremation or other disposition of a dead human body or a part of a dead human body.

IC 23-14-31-14"Funeral home" defined

Sec. 14. As used in this chapter, "funeral home" means a place that is licensed under IC 25-15 where:

IC 23-14-31-15"Holding facility" defined

(1) is designated for the retention of human remains before cremation, including a cremation room;

IC 23-14-31-16"Human remains" defined

Sec. 16. As used in this chapter, "human remains" means the body or a part of the body of an individual, including human remains that have been cremated.

IC 23-14-31-17"Niche" defined

Sec. 17. As used in this chapter, "niche" means a space in a columbarium that is used or intended to be used for the interment of cremated human remains of one (1) or more deceased individuals.

IC 23-14-31-18"Scattering" defined

Sec. 18. As used in this chapter, "scattering" means the final disposition of cremated human remains under section 44(a)(3) of this chapter.

IC 23-14-31-19"Scattering area" defined

Sec. 19. As used in this chapter, "scattering area" means a designated area on dedicated cemetery property where cremated remains that have been removed from their container can be mixed with or placed on top of the soil or ground cover.

IC 23-14-31-20"Temporary container" defined

(3) that can be secured to prevent leakage or spillage of the cremated remains or the entrance of foreign material; and

IC 23-14-31-21"Urn" defined

Sec. 21. As used in this chapter, "urn" means a receptacle designed to encase cremated remains.

IC 23-14-31-22Operating crematories; registration application

Sec. 22. (a) A person, a corporation, a limited liability company, a partnership, or any other business entity that is registered under this section may erect, maintain, and operate a crematory.

(b) To register to erect, maintain, or operate a crematory, an applicant must complete an application for registration as a crematory authority on a form furnished by the board that contains the following information:

(A) If the applicant is an individual, the full name and address, including both residential and business addresses, of the applicant.

(B) If the applicant is a partnership, the full name and address of each partner.

(D) If the applicant is a corporation, the name and address of each officer, director, and shareholder holding at least twenty-five percent (25%) of the corporation's stock.

IC 23-14-31-23Licenses and permits; construction of crematories

Sec. 23. (a) A crematory shall obtain all necessary licenses and permits from appropriate local, state, or federal agencies.

(b) A crematory may be constructed on or adjacent to a cemetery, a funeral home, or another location if allowed by local zoning ordinances.

IC 23-14-31-24Annual report

Sec. 24. (a) Each crematory authority shall file an annual report with the board. The report must include any changes in the information required under section 22 of this chapter or a statement indicating that no changes have occurred.

(b) Except as provided in subsection (c), the annual report must be filed not later than ninety (90) days after the end of the fiscal year of the crematory authority.

(c) If the fiscal year of a crematory authority is not the calendar year, the crematory authority shall file the annual report within seventy-five (75) days after the end of the crematory authority's fiscal year.

(d) If a crematory authority files a written request for an extension and demonstrates good cause for the extension, the board shall grant an extension of not more than sixty (60) days for filing the annual report.

(e) If a crematory authority fails to submit an annual report to the board within the time specified in subsection (c) or (d), the board may take any of the actions allowed by IC 25-15-9.

IC 23-14-31-25Inspection of records

Sec. 25. Upon reasonable notice, the board may inspect all records relating to the registration and annual report of the crematory authority required to be filed under this chapter.

IC 23-14-31-26Priority among persons having right to serve as authorizing agent; persons who may not serve; disputes

Sec. 26. (a) Except as provided in subsection (c), the following persons, in the priority listed, have the right to serve as an authorizing agent:

(A) granted the authority to serve in a funeral planning declaration executed by the decedent under IC 29-2-19; or

(B) named in a United States Department of Defense form "Record of Emergency Data" (DD Form 93) or a successor form adopted by the United States Department of Defense, if the decedent died while serving in any branch of the United States Armed Forces (as defined in 10 U.S.C. 1481) and completed the form.

(2) An individual specifically granted the authority to serve in a power of attorney or a health care power of attorney executed by the decedent under IC 30-5-5-16 or a health care representative under IC 16-36-7.

(3) The individual who was the spouse of the decedent at the time of the decedent's death, except when:

(A) a petition to dissolve the marriage or for legal separation of the decedent and spouse is pending with a court at the time of the decedent's death, unless a court finds that the decedent and spouse were reconciled before the decedent's death; or

(B) a court determines the decedent and spouse were physically and emotionally separated at the time of death and the separation was for an extended time that clearly demonstrates an absence of due affection, trust, and regard for the decedent.

(4) The decedent's surviving adult child or, if more than one (1) adult child is surviving, the majority of the adult children. However, less than half of the surviving adult children have the rights under this subdivision if the adult children have used reasonable efforts to notify the other surviving adult children of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the surviving adult children.

(5) The decedent's surviving parent or parents. If one (1) of the parents is absent, the parent who is present has authority under this subdivision if the parent who is present has used reasonable efforts to notify the absent parent.

(6) The decedent's surviving sibling or, if more than one (1) sibling is surviving, the majority of the surviving siblings. However, less than half of the surviving siblings have the rights under this subdivision if the siblings have used reasonable efforts to notify the other surviving siblings of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the surviving siblings.

(8) The individual in the next degree of kinship under IC 29-1-2-1 to inherit the estate of the decedent or, if more than one (1) individual of the same degree is surviving, the majority of those who are of the same degree. However, less than half of the individuals who are of the same degree of kinship have the rights under this subdivision if they have used reasonable efforts to notify the other individuals who are of the same degree of kinship of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the individuals who are of the same degree of kinship.

(9) If none of the persons described in subdivisions (1) through (8) are available, or willing, to act and arrange for the final disposition of the decedent's remains, a stepchild (as defined in IC 6-4.1-1-3(f)) of the decedent. If more than one (1) stepchild survives the decedent, then a majority of the surviving stepchildren. However, less than half of the surviving stepchildren have the rights under this subdivision if they have used reasonable efforts to notify the other stepchildren of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the stepchildren.

(11) If none of the persons described in subdivisions (1) through (10) are available, any other person willing to act and arrange for the final disposition of the decedent's remains, including a funeral home that:

(A) has a valid prepaid funeral plan executed under IC 30-2-13 that makes arrangements for the disposition of the decedent's remains; and

(B) attests in writing that a good faith effort has been made to contact any living individuals described in subdivisions (1) through (10).

(12) In the case of an indigent or other individual whose final disposition is the responsibility of the state or township, the following may serve as the authorizing agent:

(A) If none of the persons identified in subdivisions (1) through (11) are available:

(i) a public administrator, including a responsible township trustee or the trustee's designee; or

However, an indigent decedent may not be cremated if a surviving family member objects to the cremation or if cremation would be contrary to the religious practices of the deceased individual as expressed by the individual or the individual's family.

(13) In the absence of any person under subdivisions (1) through (12), any person willing to assume the responsibility as the authorizing agent, as specified in this article.

(b) When a body part of a nondeceased individual is to be cremated, a representative of the institution that has arranged with the crematory authority to cremate the body part may serve as the authorizing agent.

(2) the coroner, in consultation with the law enforcement agency investigating the death of the decedent, determines that there is a reasonable suspicion that a person described in subsection (a) committed the offense;

the person referred to in subdivision (2) may not serve as the authorizing agent.

(d) The coroner, in consultation with the law enforcement agency investigating the death of the decedent, shall inform the crematory authority of the determination referred to in subsection (c)(2).

(e) If a person vested with a right under subsection (a) does not exercise that right not later than seventy-two (72) hours after the person receives notification of the death of the decedent, the person forfeits the person's right to determine the final disposition of the decedent's remains, and the right to determine final disposition passes to the next person described in subsection (a).

(f) A crematory authority owner has the right to rely, in good faith, on the representations of a person listed in subsection (a) that any other individuals of the same degree of kinship have been notified of the final disposition instructions.

(g) If there is a dispute concerning the disposition of a decedent's remains, a crematory authority is not liable for refusing to accept the remains of the decedent until the crematory authority receives:

that determines the final disposition of the decedent's remains. If a crematory authority agrees to shelter the remains of the decedent while the parties are in dispute, the crematory authority may collect any applicable fees for storing the remains, including legal fees that are incurred.

(h) Any cause of action filed under this section must be filed in the probate court in the county where the decedent resided, unless the decedent was not a resident of Indiana.

(i) A spouse seeking a judicial determination under subsection (a)(3)(A) that the decedent and spouse were reconciled before the decedent's death may petition the court having jurisdiction over the dissolution or separation proceeding to make this determination by filing the petition under the same cause number as the dissolution or separation proceeding. A spouse who files a petition under this subsection is not required to pay a filing fee.

As added by P.L.231-1995, SEC.2. Amended by P.L.102-2007, SEC.1; P.L.143-2009, SEC.5; P.L.101-2010, SEC.1; P.L.34-2011, SEC.1; P.L.6-2012, SEC.161; P.L.190-2016, SEC.32; P.L.26-2021, SEC.1; P.L.50-2021, SEC.65; P.L.137-2021, SEC.28.

IC 23-14-31-27Authorization procedure; immunity from liability; exceptions

Sec. 27. (a) Except as provided in subsection (c), a crematory authority shall not cremate human remains until the authority has received the following:

(1) A cremation authorization form provided by the crematory authority, signed by an authorizing agent, containing the following information:

(ii) is not aware of any person who has a superior priority right to that of the authorizing agent; or

(iii) if the authorizing agent is aware that there is another person who has a superior priority right to that of the authorizing agent, a statement that the authorizing agent has made all reasonable efforts to contact the person, has been unable to contact the person, and has no reason to believe that the person would object to the cremation of the decedent.

(F) A statement that the human remains do not contain a pacemaker or any other material or implant or radiation producing device that may be potentially hazardous or cause damage to the cremation chamber or the individual performing the cremation. The authorization form may state that the funeral director is not liable for damages caused by a pacemaker or other implanted device that was not disclosed to the funeral director or of which the funeral director could not reasonably be aware.

(G) The name of the funeral director authorized to receive the cremated remains from the crematory authority or, if the crematory is on cemetery property, the cemetery authorized to receive cremated remains.

(H) The manner in which final disposition of the cremated remains is to take place, if known. If the cremation authorization form does not specify final disposition in a grave, niche, or scattering area, the form may indicate that the cremated remains will be held by the crematory authority for not longer than thirty (30) days from the date of cremation before the remains are released. The form may indicate that the crematory authority shall return cremated remains that have not been disposed of within thirty (30) days to the funeral director or funeral home of record who shall hold them for not longer than sixty (60) days from the date of cremation before disposing of the cremated remains either as previously authorized or, if there is no authorization, in any legal manner. The funeral home has no liability for:

(i) disposing of cremated remains in any manner permitted by law if the remains have been held; or

in excess of the sixty (60) days permitted under this clause if the authorizing agent fails to claim the remains during the sixty (60) day period. The funeral home must first send written notice by certified mail return receipt requested to the authorizing agent explaining the intentions of the funeral home regarding the disposal of or holding of the cremated remains in order for the funeral home to be immune from liability under this clause.

(I) A statement confirming the identity of the valuables belonging to the decedent previously taken and being held by the funeral director or the funeral home.

(J) A statement prohibiting the crematory from selling nonorganic material recovered from the human remains.

(K) A statement that the authorizing agent has made specific arrangements for any viewing of the decedent before cremation, or for a service with the decedent present before cremation. If a viewing or service is planned, the date and time of the viewing or service and whether the crematory authority is authorized to proceed with the cremation upon receipt of the human remains.

(L) The signature of the authorizing agent, attesting to the accuracy of all representations contained on the cremation authorization form.

(2) A completed and executed burial transit permit provided by the local health officer to the funeral director indicating that the human remains are to be cremated.

(B) a release for cremation by the coroner if an investigation of the circumstances of the deceased person's death came under the authority of the coroner, but the release does not constitute an authorization as required by this chapter.

(b) The cremation authorization form required under subsection (a)(1) must be signed by the funeral director who obtained the cremation authorization. The funeral director shall execute the cremation authorization form as a witness and is not responsible for the representations made by the authorizing agent unless the funeral director has actual knowledge of a false or inaccurate representation. The funeral director shall certify to the crematory that the human remains delivered to the crematory authority are the human remains identified by the authorizing agent on the cremation authorization form.

(c) Notwithstanding subsection (a)(3)(A), a death certificate is not required for the cremation of the remains of a person:

if the funeral director or funeral director's agent obtains the documents required for cremation by the state in which the death occurred. However, if final disposition of the human remains is to occur in Indiana, the provisions of subsection (a)(3)(A) shall apply.

As added by P.L.231-1995, SEC.2. Amended by P.L.174-1996, SEC.1; P.L.52-1997, SEC.5; P.L.169-2003, SEC.1.

IC 23-14-31-28Delegation of authority; immunity for reliance on cremation authorization form

Sec. 28. (a) If the authorizing agent is not available to execute a cremation authorization form in person, the authorizing agent may delegate the authority to another person in writing, including a facsimile transmission, telegram, or other electronic transmission.

(1) the name, address, and relationship of the authorizing agent to the decedent; and

(c) A person authorized under subsections (a) and (b) may serve as the authorizing agent and execute the cremation authorization form.

(d) A crematory authority is not liable for relying on a cremation authorization form executed in compliance with this section.

IC 23-14-31-29Effect of signing cremation authorization form; responsibility for final disposition

Sec. 29. (a) Except for the information required under section 27(a)(1)(F) of this chapter, an authorizing agent who signs a cremation authorization form certifies that the facts on the cremation authorization form are true and that the authorizing agent has authority to order the cremation.

(b) An authorizing agent who signs a cremation authorization form is personally liable for damages resulting from authorizing the cremation.

(c) The authorizing agent is responsible for the final disposition of a decedent's cremated remains. The crematory authority may hold the cremated remains for not longer than the thirty (30) day period under section 45 of this chapter.

IC 23-14-31-30Crematory authority; liability for cremation or disposition

Sec. 30. (a) Except as provided in section 36 of this chapter, a crematory authority may cremate human remains upon receipt of a cremation authorization form signed by an authorizing agent.

(b) In the absence of gross negligence or noncompliance with this chapter, a crematory authority is not liable for:

(2) releasing or disposing of the cremated remains according to an authorization form.

IC 23-14-31-31Cancellation by authorizing agent and instructions for alternative disposition

Sec. 31. After an authorizing agent has executed a cremation authorization form, the authorizing agent may revoke the authorization and instruct the crematory authority to cancel the cremation and to release or deliver the human remains to another crematory authority or funeral home. The instructions must be provided to the crematory authority in writing. A crematory authority must comply with instructions given to the authority by an authorizing agent under this section if the crematory authority receives the instructions before beginning the cremation of the human remains.

IC 23-14-31-32Receipts provided by crematory authority

Sec. 32. (a) The crematory authority shall furnish a receipt to the funeral director or the funeral director's representative who delivers human remains to the crematory authority. The receipt must:

(1) be signed by both the crematory authority and the funeral director or the funeral director's representative who delivers the human remains; and

(C) The name of the person from whom the human remains were received and the name of the funeral home or other entity with whom the person is affiliated.

(D) The name of the person who received the human remains on behalf of the crematory authority.

(b) Upon the release of cremated remains, the crematory authority shall furnish a receipt to the person who receives the cremated remains from the crematory authority. The receipt must be signed by both the crematory authority and the person who receives the cremated remains and must contain the following information:

(2) The name of the person who received the cremated remains and the name of the funeral home, cemetery, or other entity with whom the person is affiliated.

(3) The name of the person who released the cremated remains on behalf of the crematory authority.

IC 23-14-31-33Crematory authority records

Sec. 33. (a) A crematory authority shall maintain at the authority's place of business a permanent record of each cremation that took place at the facility. The record must contain the name of the decedent and the date of the cremation.

(b) The crematory authority shall maintain a record of all cremated remains disposed of by the crematory authority under section 49 of this chapter.

IC 23-14-31-34Cemetery records

(3) for which the cemetery has issued a receipt acknowledging the transfer of the cremated remains.

IC 23-14-31-35Casket requirements; acceptance of human remains

Sec. 35. (a) A crematory authority shall not require that human remains be placed in a casket before cremation or that human remains be cremated in a casket.

(b) A crematory authority shall not accept human remains unless the remains are delivered to the crematory authority in a casket or an alternative container. However, a crematory authority may not require that the human remains be delivered in a casket.

(c) A crematory authority shall not refuse to accept human remains for cremation because the human remains are not embalmed.

(d) A crematory authority shall not accept a casket or an alternative container if there is evidence of the leakage of body fluids.

IC 23-14-31-36Time; human remains containing hazardous materials; exceptions

(1) when waived in writing by the city or county health officer where the death occurred; or

human remains shall not be cremated less than forty-eight (48) hours after the time of death as indicated on the medical certificate of death or the coroner's certificate.

(b) Except as provided in subsection (a), unless the crematory authority has received specific instructions to the contrary on the cremation authorization form, a crematory authority may schedule the actual cremation to be performed at the authority's convenience at any time after the human remains have been delivered to the crematory authority.

(c) A crematory authority shall not cremate human remains when the authority has actual knowledge that the human remains contain a pacemaker or other material or implant that may be potentially hazardous to the individual performing the cremation.

(d) The mandatory delay of forty-eight (48) hours imposed by subsection (a) does not apply to the cremation of the remains of a person:

if the funeral director or funeral director's agent obtains the documents required for cremation by the state in which the death occurred.

IC 23-14-31-37Use of holding facilities

Sec. 37. When a crematory authority is unable to or unauthorized to cremate human remains immediately upon taking custody of the remains, the crematory authority shall place the human remains in a holding facility.

IC 23-14-31-38Destruction or cremation of casket or alternative container

Sec. 38. The casket or the alternative container containing the human remains must be cremated with the human remains or destroyed unless the crematory authority has notified the authorizing agent to the contrary on the cremation authorization form and obtained the written consent of the authorizing agent.

IC 23-14-31-39Simultaneous cremations

Sec. 39. (a) Except as provided in IC 16-21-11-6 and IC 16-34-3-4, a crematory authority shall not perform the simultaneous cremation of the human remains of more than one (1) individual within the same cremation chamber unless it has obtained the prior written consent of the authorizing agents.

(b) Subsection (a) does not prevent the simultaneous cremation within the same cremation chamber of body parts delivered to the crematory authority from multiple sources, or the use of cremation equipment that contains more than one (1) cremation chamber.

IC 23-14-31-40Removal of recoverable residue

Sec. 40. After each cremation, all the recoverable residue of the cremation process that it is practical to recover must be removed from the cremation chamber.

IC 23-14-31-41Additional containers for cremated remains

Sec. 41. If all of the recovered cremated remains will not fit in the receptacle that has been selected, the remainder of the cremated remains must be placed in a separate, additional container and returned to the funeral home or funeral director for return to the authorizing agent.

IC 23-14-31-42Shipment of cremated remains

Sec. 42. (a) Cremated remains may only be shipped by a method that has an internal tracing system that provides a receipt signed by the person accepting delivery.

(b) A crematory authority shall maintain an identification system that ensures that the authority can identify the human remains in the authority's possession throughout all phases of the cremation process.

IC 23-14-31-43Responsibility for final disposition

Sec. 43. The authorizing agent is responsible for the decision concerning final disposition of the cremated remains in accordance with sections 44 and 45 of this chapter. The funeral director is not liable for an act of the authorizing agent.

IC 23-14-31-44Legal control and disposition; forms concerning disposal

Sec. 44. (a) Cremated remains may be retained by the person having legal control over the remains or may be disposed of in any of the following manners:

(A) the remains are reduced to a particle size of one-eighth (1/8) inch or less; and

(B) the disposal is made on the property of a consenting owner, on uninhabited public land, or on a waterway.

(b) The Indiana department of health shall adopt forms for recording the following information concerning the disposal of cremated human remains on the property of a consenting owner:

The owner of the property where the cremated remains were disposed of and the person having legal control over the remains shall attest to the accuracy of the information supplied on the forms. The owner of the property where the cremated remains were disposed of shall record the forms with the county recorder of the county in which the property is located and shall return the form and the burial transit permit described in IC 16-37-3, within ten (10) days after the remains are disposed of.

IC 23-14-31-45Disposition of cremated remains where no instructions exist

Sec. 45. (a) After completion of the cremation process, if a crematory authority existing on cemetery property has not been instructed to arrange for the interment, entombment, inurnment, or scattering of the cremated remains, the crematory authority shall deliver the cremated remains to the funeral director of record not later than thirty (30) days after the date of cremation. After delivery of the cremated remains, the crematory authority is discharged from any legal obligation or liability concerning the disposition of the cremated remains.

(b) A funeral director may hold remains returned by a crematory authority for not longer than sixty (60) days from the date of cremation and may dispose of the remains as previously arranged, or if no arrangement has been made, at the end of sixty (60) days, in any legal manner.

(c) A funeral director and crematory authority shall observe religious practices or preferences specified by the authorizing agent.

IC 23-14-31-46Commingling of cremated remains

Sec. 46. Except with the express written permission of the authorizing agent, a person shall not do the following:

(1) Dispose of cremated remains in a manner or location that commingles the cremated remains with the cremated remains of another individual. This prohibition does not apply to the scattering of cremated remains at sea or in the air.

(2) Place the cremated remains of more than one (1) individual in the same temporary container or urn.

IC 23-14-31-47Liability for cremation designated by authorization

Sec. 47. A crematory authority that has received an executed cremation authorization form and any additional documentation required under section 27 of this chapter is not liable for civil damages arising from the cremation of the human remains designated by the cremation authorization form if the cremation is performed in accordance with this chapter.

IC 23-14-31-48Liability for nonacceptance or nonperformance

Sec. 48. (a) A crematory authority is not liable for civil damages for refusing to accept human remains or refusing to perform a cremation until the crematory authority receives a court order or other suitable confirmation that a dispute has been settled, if the authority:

(2) has a reasonable basis for questioning any of the representations made by the authorizing agent; or

(b) A crematory authority is not required to accept human remains for cremation.

IC 23-14-31-49Disputes concerning cremated remains; liability for refusing release

Sec. 49. (a) If a crematory authority is aware of a dispute concerning the release or disposition of cremated remains, the crematory authority shall release the remains to the funeral director or funeral home until the dispute has been resolved.

(b) A crematory authority is not liable for refusing to release or dispose of cremated remains in accordance with this section.

IC 23-14-31-50Responsibility for prosthetic devices or valuables; resale of caskets or medical devices

Sec. 50. A crematory authority is not responsible or liable for prosthetic devices or valuables delivered to the crematory authority with or integral to human remains, unless the crematory authority has received written instructions under section 27(a)(1)(I) or 27(a)(1)(J) of this chapter. A crematory authority shall not resell caskets or prosthetic or medical devices obtained as a result of cremation or from cremated remains.

IC 23-14-31-51Liability of cemeteries

Sec. 51. A cemetery is not liable for cremated remains that are dumped, scattered, or otherwise deposited at the cemetery in violation of this chapter if the action is taken without the cemetery's consent.

IC 23-14-31-52Violations; offenses

Sec. 52. (a) Except as provided in subsections (b), (c), and (d), a person that knowingly or intentionally violates this chapter commits a Class B misdemeanor.

(1) performs a cremation without receipt of a cremation authorization form signed by an authorizing agent;

(2) signs a cremation authorization form that the individual knows contains false or incorrect information; or

(3) violates a cremation procedure under sections 36 through 42 of this chapter;

(c) A crematory authority that knowingly represents to an authorizing agent or the agent's designee that a temporary container or urn contains the cremated remains of a specific decedent when the container or urn does not commits a Level 6 felony.

(2) who fails to file an annual report required under section 24 of this chapter;

As added by P.L.231-1995, SEC.2. Amended by P.L.169-2003, SEC.2; P.L.158-2013, SEC.265.

IC 23-14-31-53Injunction actions

(1) refuses to file or neglects to file an annual report under section 24 of this chapter;

(2) fails to comply with the registration requirements under section 22 of this chapter; or

(3) refuses to comply with the record inspection requirements under section 25 of this chapter;

the board may maintain an action in the name of the state of Indiana to enjoin the crematory authority from performing cremations.

IC 23-14-32-1Curfews to memorialize the dead

Sec. 1. A county, city, or town may impose a curfew specific to cemeteries or other facilities used to memorialize the dead under IC 31-37-3-5.

IC 23-14-33Chapter 33. Application and Definitions of Cemetery Law

23-14-33-26"Lot owner", "lot holder", "plot owner", "plot holder", "burial right owner", "burial right holder", "burial space owner", or "burial space holder"

IC 23-14-33-1Citation of chapters

Sec. 1. This chapter through IC 23-14-76 may be referred to as the Indiana general cemetery law.

IC 23-14-33-2Application of provisions

located within Indiana, except as otherwise provided in this chapter through IC 23-14-76.

IC 23-14-33-3Rules of cemetery owner

Sec. 3. (a) Notwithstanding any provision of IC 23-14-33 through IC 23-14-76 to the contrary, but subject to subsection (b):

are subject in all things to the rules and regulations of the owner of the cemetery that are enacted by the governing head or body of the cemetery.

(b) A cemetery described in subsection (a) is subject to all the provisions of this chapter through IC 23-14-76 that do not conflict with the rules or regulations of the cemetery owner.

IC 23-14-33-4Application of definitions

Sec. 4. (a) The definitions set forth in this chapter apply to this chapter through IC 23-14-76.

(b) A deed or license issued to a purchaser of a burial right in a cemetery before July 1, 2022, is considered a certificate of burial rights for the purposes of the statutes described in subsection (a).

IC 23-14-33-5"Burial"

Sec. 5. "Burial" means the opening and closing of a grave, grave space, burial space, crypt, or niche for purposes of:

IC 23-14-33-6"Burial right"

Sec. 6. "Burial right" means a right of interment, entombment, or inurnment granted by the owner of a cemetery and unless otherwise stated in the deed, certificate, or license given by the owner of the cemetery, is an easement for the specific purpose of burial.

IC 23-14-33-7"Cemetery"

IC 23-14-33-7.5"Cemetery caretaker"

Sec. 7.5. "Cemetery caretaker" means an individual appointed by a municipality, county, or township to care for and maintain a cemetery.

IC 23-14-33-8"Cemetery owner" or "owner of a cemetery"

IC 23-14-33-9"Cemetery purposes"

Sec. 9. "Cemetery purposes" means all things necessary for or incident or convenient to the establishment, maintenance, management, operation, improvement, and conduct of a cemetery, the preparation of cemetery property for interment, entombment, or inurnment and the interment, entombment, or inurnment of the human dead, and the care, preservation, and embellishment of cemetery property.

IC 23-14-33-9.5"Certificate of burial rights"

Sec. 9.5. "Certificate of burial rights" means a written instrument issued by the owner of a cemetery to a person purchasing a burial right in the cemetery.

IC 23-14-33-10"Columbarium"

Sec. 10. "Columbarium" means a structure or room or space in a building or structure used or intended to be used for the inurnment of cremated human remains.

IC 23-14-33-11"Community columbarium"

Sec. 11. "Community columbarium" means a columbarium in which inurnment rights are or have been offered for sale to the general public.

IC 23-14-33-12"Community garden crypt"

Sec. 12. "Community garden crypt" means a garden crypt in which entombment or inurnment rights are or have been offered for sale to the general public.

IC 23-14-33-13"Community mausoleum"

Sec. 13. "Community mausoleum" means a mausoleum in which entombment or inurnment rights are or have been offered for sale to the general public.

IC 23-14-33-14"Cremation"

(2) the mechanical or manual reduction of identifiable bone fragments to unidentifiable bone fragments.

IC 23-14-33-15"Crematory"

Sec. 15. "Crematory" means a building or structure, including a holding facility, within which the remains of deceased individuals:

IC 23-14-33-16"Crypt"

Sec. 16. "Crypt" means a chamber in a mausoleum or garden crypt that is of sufficient size to entomb the uncremated remains of a deceased individual.

IC 23-14-33-17"Disinterment"

Sec. 17. "Disinterment" means the recovery of human remains by exhumation, disentombment, or disinurnment. The term does not include:

(1) the raising and lowering of human remains to accommodate two (2) interments within a single grave: or

(2) the repositioning of human remains or the repositioning of an outside burial container or vault that encroaches on an adjoining grave, grave space, or burial space.

IC 23-14-33-18"Entombment"

Sec. 18. "Entombment" means any lawful disposition of the remains of a deceased individual in a mausoleum or garden crypt as provided by IC 23-14-54.

IC 23-14-33-19"Financial institution"

that maintains a principal place of business in Indiana and is qualified to serve as a trustee.

IC 23-14-33-20"Garden crypt"

for the entombment or inurnment of human remains in crypts, vaults, or niches, in which entombment or inurnment is done from the exterior of the structure or building.

IC 23-14-33-21"Human remains" or "remains"

Sec. 21. (a) "Human remains" or "remains" means the body of a deceased individual.

IC 23-14-33-22"Interment"

Sec. 22. "Interment" means any lawful disposition in the earth of the remains of a deceased individual as provided by IC 23-14-54.

IC 23-14-33-23"Inurnment"

Sec. 23. "Inurnment" means any lawful disposition of the cremated remains of a deceased individual in a mausoleum, garden crypt, niche, or scattering garden area as provided by IC 23-14-54.

IC 23-14-33-24"Lawn crypt"

IC 23-14-33-25"Lot", "plot", "burial space", or "section"

Sec. 25. (a) "Lot", "plot", "burial space", or "section" means any space within a cemetery that is:

for interment, entombment, or inurnment, irrespective of where the space is located.

IC 23-14-33-26"Lot owner", "lot holder", "plot owner", "plot holder", "burial right owner", "burial right holder", "burial space owner", or "burial space holder"

Sec. 26. "Lot owner", "lot holder", "plot owner", "plot holder", "burial right owner", "burial right holder", "burial space owner", or "burial space holder" means a person:

IC 23-14-33-27"Mausoleum"

for the entombment or inurnment of human remains in crypts, vaults, or niches, in which entombment or inurnment is done from the interior of the building or structure.

IC 23-14-33-28"Niche"

for the inurnment of the cremated remains of one (1) or more deceased individuals.

IC 23-14-33-29"Owner"

IC 23-14-33-30"Perpetual care" or "endowment care"

Sec. 30. (a) "Perpetual care" or "endowment care" means, through the use of funds available under IC 23-14-48 and other care funds or endowments, the maintenance of the cemetery grounds and graves in keeping with a properly maintained cemetery, including the following:

(4) Procuring, maintaining, and keeping in workable condition the machinery, tools, and equipment needed for maintenance purposes, and replacing the machinery, tools, and equipment when necessary.

(5) Keeping in repair and preserving the drains, water lines, roads, buildings, fences, and other structures, including cemetery owned statues and embellishments of a general character applicable to the cemetery as a whole or a particular area.

(C) maintaining the necessary records of lot ownership or holdership, burial right ownership or holdership, burials, and other necessary information, and making the records available to the public authorities and interested persons.

(b) When used in connection with a mausoleum, garden crypt, columbarium, crematory, or other structure, the term "perpetual care" or "endowment care" means, in addition to the meaning set forth in subsection (a):

(1) the general upkeep of the structure and the ground surrounding the structure;

(3) the procuring, maintaining, and keeping in reasonable condition the machinery, tools, and equipment needed for the purposes set forth in subdivisions (1) through (2); and

IC 23-14-33-31"Person"

Sec. 31. "Person" means an individual, an association, a limited liability company, a corporation, a firm, or another legal entity.

IC 23-14-33-32"Religious cemetery"

Sec. 32. "Religious cemetery" means a cemetery that is owned, operated, controlled, or managed by:

the temporalities of any recognized church, religious society, association, or denomination.

IC 23-14-33-33"Vault"

(1) an outer burial container that is designed for placement in a burial space or grave around a casket or alternative container; or

23-14-34-1Mandatory recording of survey and plat for certain cemeteries

IC 23-14-34-1Mandatory recording of survey and plat for certain cemeteries

Sec. 1. Before granting or selling any burial right in any part of a cemetery developed and platted after March 6, 1953, the owner of the cemetery shall cause to be recorded in the recorder's office of the county in which the cemetery is located an accurate survey and plat of that part of its property in which it proposes to grant or sell burial rights.

IC 23-14-34-2Duties after violations; Class C infraction

Sec. 2. (a) The owner of a cemetery that has violated section 1 of this chapter shall, not later than January 1, 1998, record in the office of the recorder of the county in which the cemetery is located:

(1) be referenced with respect to the section lines of the cemetery (if section lines have been established); and

(2) show a sufficient number of permanent monuments so there would be no difficulty in making resurveys.

(c) A cemetery owner who violates this section commits a Class C infraction. If the cemetery owner is required by this chapter to record a plat, each period of thirty (30) days after the time allowed by this chapter for the recording of the plat during which the plat remains unrecorded constitutes a separate infraction.

IC 23-14-34-3Transfers to include reference to recorded plat

Sec. 3. Each transfer of interment, entombment, or inurnment rights issued by the cemetery owner under this chapter must include a reference to the recorded plat.

IC 23-14-34-4Issuance of certificate of burial rights

Sec. 4. The owner of a cemetery shall issue a certificate of burial rights to each purchaser of a burial right in the cemetery. Each certificate of burial rights issued under this section must be properly signed and acknowledged before a notary public.

IC 23-14-34-5Requirements for recorded surveys and plats

(1) show all lots, walks, and drives in the cemetery, all with descriptive names and numbers; and

(2) include a proper instrument in writing, duly executed and acknowledged by the owner, dedicating the property to cemetery purposes.

IC 23-14-34-6Use of property after recording

Sec. 6. Except as provided in section 7 of this chapter, the property described in a survey and plat recorded under this chapter shall be held, occupied, and used exclusively for cemetery purposes after the recording of the survey and plat.

IC 23-14-34-7Vacation or alteration of recorded plat

Sec. 7. (a) Subject to subsection (b), the owner of property described in a survey and plat recorded under this chapter by an instrument properly executed, acknowledged, and recorded may vacate the recorded plat and make and file a new or altered plat and survey of:

(b) The vacation or alteration of a recorded plat under subsection (a) is not valid if it affects burial rights previously granted in the property described in the plat, unless each owner of affected burial rights has consented to the vacation or alteration.

IC 23-14-34-8Defective or incomplete surveys or plats

(1) the owner of a cemetery has recorded an accurate survey and plat of a part of its property in which it has:

(B) actually managed and controlled the land as a cemetery for at least thirty (30) years; but

(2) the survey or plat is defective and incomplete because of a failure to comply with the formalities required by law in force at the time of the recording;

the recorded survey and plat are considered to comply fully with the law as of July 1, 1997.

IC 23-14-34-9Violation of chapter; Class B misdemeanor

IC 23-14-35Chapter 35. Requirements Applying to Cemetery Plats

IC 23-14-35-1Lost or destroyed plats

has been lost or destroyed, the cemetery owner required to record the plat shall have a new plat made by a competent engineer to correspond in every way to the original plat.

IC 23-14-35-2Replacement plats

(1) the exact location, length, and width of all vehicle drives, paths, walks, sections and lots; and

IC 23-14-36Chapter 36. Commencement of the Sale of Burial Rights

23-14-36-2Requirements for transfer or assignment of burial rights

IC 23-14-36-1Sale or grant of burial rights

Sec. 1. After recording the plat under IC 23-14-34-1, the owner of the cemetery may sell and grant burial rights in the cemetery.

IC 23-14-36-2Requirements for transfer or assignment of burial rights

Sec. 2. Burial rights sold or granted under section 1 of this chapter shall not be transferred or assigned without the written consent of the owner of the cemetery.

IC 23-14-36-3Violation of chapter; Class B misdemeanor

Sec. 3. A person who knowingly violates this chapter commits a Class B misdemeanor.

IC 23-14-37Chapter 37. Unlawful Inducements in the Sale of Burial Rights

IC 23-14-37-1Unlawful inducements for purchase of burial rights

Sec. 1. Except as provided in section 2 of this chapter, it is unlawful for a person, as inducement for the purchase of burial rights in a cemetery, to directly or indirectly do the following:

(2) Pay or offer to pay any sum of money as interest or as a premium for the privilege of reselling or repurchasing the burial rights.

IC 23-14-37-2Repurchase of burial rights under lot exchange plan

Sec. 2. A cemetery owner may offer or agree to repurchase burial rights under a lot exchange plan that:

(1) is entered into with other cemetery owners or through an association of cemetery owners; and

(2) provides for the repurchase of burial rights in case the purchaser should change legal residence to another community and purchases burial rights in a cemetery located in the community of the purchaser's new place of residence.

IC 23-14-37-3Violation of chapter; Class B misdemeanor

Sec. 3. A person who knowingly violates this chapter commits a Class B misdemeanor.

23-14-38-2Removal and reinterment of bodies from burial structure declared to be public nuisance; removal of mausoleum or vault; costs

IC 23-14-38-1Construction of crypts; ventilation

Sec. 1. (a) A crypt placed in a mausoleum, vault, or other structure shall be so constructed that all parts of it may be readily examined by the Indiana department of health or any other health officer.

(b) All ventilation from a crypt constructed after March 15, 1945, may be released at a height of the lowest roof level.

IC 23-14-38-2Removal and reinterment of bodies from burial structure declared to be public nuisance; removal of mausoleum or vault; costs

(1) a person fails to maintain a mausoleum, garden crypt, vault, or other burial structure in a good state of repair; and

(2) by reason of the failure referred to in subdivision (1), a court of competent jurisdiction declares the mausoleum, garden crypt, vault, or other burial structure to be a public nuisance.

(b) The deceased body or bodies interred in the mausoleum, garden crypt, vault, or other burial structure shall be removed and properly interred:

(1) within thirty (30) days after the judgment declaring the mausoleum, garden crypt, vault, or other burial structure to be a nuisance, if the judgment is not appealed; or

(2) if the judgment is appealed, within thirty (30) days after the judgment is upheld on appeal.

(1) within one hundred eighty (180) days after the judgment declaring the mausoleum, garden crypt, vault, or other burial structure to be a nuisance, if the judgment is not appealed; or

(2) if the judgment is appealed, within one hundred eighty (180) days after the judgment is upheld on appeal.

(d) The cost of reinterring the bodies under subsection (b) and removing the mausoleum, garden crypt, vault, or other burial structure under subsection (c) shall be paid:

(1) by the person who owns the mausoleum, garden crypt, vault, or other burial structure; or

(2) if the person who owns the mausoleum, garden crypt, vault, or other burial structure is not found, by the county in which the mausoleum, garden crypt, vault, or structure is located.

IC 23-14-38-3Violation of chapter; Class B misdemeanor

Sec. 3. A person who recklessly fails to comply with this chapter commits a Class B misdemeanor.

23-14-39-3Vested rights of spouse of grantee; effect of dissolution of marriage

IC 23-14-39-1Application of chapter

(1) all burial rights in cemeteries organized or created after June 14, 1939; and

IC 23-14-39-2Individual property rights

Sec. 2. Except as provided in section 3 of this chapter, the burial rights in a lot, plot, burial space, crypt, or niche granted to an individual are the sole and separate property of the individual named as grantee in the instrument of grant.

IC 23-14-39-3Vested rights of spouse of grantee; effect of dissolution of marriage

Sec. 3. (a) If the grantee of a burial plot containing more than one (1) interment, entombment, or inurnment space is married at the time of the grant of the burial plot, the spouse of the grantee has a vested right of interment, entombment, or inurnment of the spouse's remains in the burial plot, unless the terms of the grant are inconsistent with burial rights of the grantee's spouse.

(1) a burial plot containing more than one (1) interment, entombment, or inurnment space is granted; and

the grantee's spouse has a vested right of interment, entombment, or inurnment in the plot if more than one (1) interment, entombment, or inurnment space in the plot remains unoccupied when the individual becomes the spouse of the grantee.

(c) No transfer or other action of a grantee referred to in subsection (a) or (b) divests the grantee's spouse of the vested right of interment, entombment, or inurnment recognized in subsection (a) or (b) unless:

(2) the written consent of the spouse is endorsed on or attached to the transfer or other action.

(d) A final dissolution of marriage decree between a grantee referred to in subsection (a) or (b) and the grantee's spouse terminates the spouse's vested right of interment, entombment, or inurnment recognized in subsection (a) or (b) unless the dissolution of marriage decree provides otherwise.

IC 23-14-40Chapter 40. Joint Burial Rights in Multispace Plots

23-14-40-3Certain burial rights owned with right of survivorship

23-14-40-4Burial rights held in joint tenancy by husband and wife

IC 23-14-40-1Application of chapter

(1) all burial rights in cemeteries organized or created after June 14, 1939; and

IC 23-14-40-2Application of chapter; multispace plots

Sec. 2. This chapter applies to burial rights in a burial plot containing more than one (1) interment, entombment, or inurnment space.

IC 23-14-40-3Certain burial rights owned with right of survivorship

Sec. 3. Any burial rights that are held in joint tenancy by two (2) or more persons who are not husband and wife are owned with the right of survivorship.

IC 23-14-40-4Burial rights held in joint tenancy by husband and wife

Sec. 4. If the owners of burial rights held in joint tenancy are husband and wife, the title shall be recognized as a tenancy by the entirety, and the right of interment, entombment, or inurnment shall be vested and controlled equally by both while living, or, after the death of one (1) spouse, by the surviving spouse or the surviving spouse's successor in interest.

IC 23-14-40-5Burial rights of joint tenants

Sec. 5. In a grant of burial rights to two (2) or more persons as joint tenants, each joint tenant has a vested right of interment, entombment, or inurnment of the joint tenant's remains in the burial plot. Upon the death of a joint tenant, the title to the burial rights previously held in joint tenancy immediately vests in the survivor or survivors, subject to the vested right of interment, entombment, inurnment for the remains of the deceased joint tenant owner.

IC 23-14-40-6Rights of surviving joint tenant

(2) establishes the identity of the surviving joint tenant, who is named in the certificate of burial rights for a cemetery plot;

is filed with the cemetery in which the plot is located, the affidavit is complete authority to the cemetery to permit the use of the unoccupied portion of the plot in accordance with the direction of the surviving joint tenant or the successor in interest of the surviving joint tenant.

IC 23-14-40-7Waiver or termination of burial rights

Sec. 7. If an individual has a vested right of interment, entombment, or inurnment of the remains of the individual in a particular plot under this chapter, the right:

(2) is terminated upon the interment, entombment, or inurnment of the remains of the individual in a location other than the plot.

IC 23-14-40-8Restrictions on burial rights

Sec. 8. A vested right of interment, entombment, or inurnment under this chapter does not give any individual the right to:

(1) have the individual's remains interred, entombed, or inurned in any interment, entombment, or inurnment space in which the remains of a deceased individual having a prior vested right of interment, entombment, or inurnment have been deposited; or

(2) have the remains of more than one (1) deceased individual interred, entombed, or inurned in a single interment or entombment space or niche in violation of the rules and regulations of the cemetery in which the interment or entombment space or inurnment niche is located.

IC 23-14-41-1Application of chapter

IC 23-14-41-2"Burial plot" defined

Sec. 2. As used in this chapter, "burial plot" means the unit of space, consisting of one (1) or more:

originally conveyed by the cemetery and remaining after any transfers made by the record owner during the record owner's life.

IC 23-14-41-3Holding of family burial plot

Sec. 3. Upon the death of the record owner of the burial rights in a burial plot, the burial plot shall be held as the family burial plot of the deceased owner, if:

(1) the remains of the record owner have been interred, entombed, inurned, or disposed of;

(2) the record owner did not dispose of the burial rights by a specific devise in the owner's last will and testament or by a written designation or transfer of ownership recorded with the cemetery under IC 23-14-42; and

(3) there is at least one (1) interment, entombment, or inurnment in the burial plot.

IC 23-14-41-4Use of family burial plot

(1) one (1) grave, crypt, or niche may be used for the record owner's interment, entombment, or inurnment;

(2) after the record owner's interment, entombment, or inurnment, one (1) grave, crypt, or niche may be used for the surviving spouse of the record owner; and

(3) in the spaces remaining, if any, the parents and children of the deceased record owner, in order of need, may be interred, entombed, or inurned without the consent of any person claiming an interest in the family burial plot.

(b) If there is no parent or child who survives the deceased record owner, the right of interment, entombment, or inurnment in a family burial plot shall go in order of need to:

(1) the heirs at law of the deceased record owner, or the spouse of the heir if the heir is already interred, entombed, or inurned, as specified by the statutes of descent; or

IC 23-14-41-5Waiver of burial rights

of the deceased record owner of a family burial plot who has a right of interment, entombment, or inurnment in the plot may waive that right in favor of another relative or spouse of the deceased record owner through a written instrument that is recorded with the cemetery.

(b) After a written waiver is recorded under subsection (a), the body of the individual in whose favor the waiver is made may be interred, entombed, or inurned in the family burial plot.

IC 23-14-41-6Affidavit permitting use of family burial plot

(1) the fact of the death of the record owner of the burial rights in a family burial plot; and

(2) the name of the individual or individuals who are entitled to use the family burial plot in accordance with this chapter;

is complete authority to the cemetery to permit the use of the unoccupied portions of the family burial plot by the individual or individuals who are shown by the affidavit to be entitled to use the family burial plot.

IC 23-14-41-7Termination and transfer of family burial plot

Sec. 7. If a family burial plot has been established under section 3 of this chapter and all the living children and parents of the deceased record owner consent in writing, the status as a family burial plot may be terminated and the remaining lots may be transferred, conveyed, or sold to the cemetery owner or any other person designated in the agreement.

IC 23-14-42Chapter 42. Burial Rights by Designation, Bequest, or Descent, and Rights of Co-Owners

23-14-42-5Liability of cemetery acting upon request of registered co-owner of burial rights

IC 23-14-42-1"Burial plot" defined

Sec. 1. As used in this chapter, "burial plot" means the unit of space consisting of one (1) or more:

that was originally conveyed by the cemetery and remaining after any transfers made by the record owner during the record owner's life.

IC 23-14-42-2Designation of remains permitted to be interred

Sec. 2. The owner of the burial rights in any burial plot has the right by a proper instrument recorded with the cemetery to designate specifically whose remains only shall be interred, entombed, or inurned in the burial plot after the owner's death.

IC 23-14-42-3Transfer of burial rights

Sec. 3. The owner of the burial rights in any burial plot may, during the life of the owner, transfer all rights and interest in the burial plot to any other person through sale or another method. However, a transfer under this section:

IC 23-14-42-4Burial rights passing as part of estate

Sec. 4. Upon the death of the record owner of the burial rights in a burial plot, the burial rights pass as part of the estate of the owner if:

(B) a written designation or transfer of ownership recorded with the cemetery under section 2 or 3 of this chapter;

(2) the burial rights have not become vested in another individual under IC 23-14-39 or IC 23-14-40;

(3) the burial plot does not become a family burial plot under IC 23-14-41 before the instrument referred to in subdivision (4) is recorded with the cemetery; and

(B) documents the person or persons entitled to become the new record owner or owners of the burial plot and to receive the burial rights as part of the deceased record owner's estate;

IC 23-14-42-5Liability of cemetery acting upon request of registered co-owner of burial rights

Sec. 5. (a) If there are several owners of burial rights in a burial plot, the owners may:

(2) file the written designation with the owner of the cemetery in which the plot is located.

(1) the filing of a written designation of one (1) or more representatives under subsection (a); or

a cemetery is not liable to any owner of burial rights in a burial plot for interring, entombing, or inurning, or permitting an interment, entombment, or inurnment in the burial plot upon the request or direction of a registered co-owner of the burial rights.

IC 23-14-42.5Chapter 42.5. Burial With Law Enforcement Animals or Service Animals

23-14-42.5-7Scattering, placing, interring cremated animal remains on a burial plot

IC 23-14-42.5-1"Animal"

IC 23-14-42.5-2"Burial plot"

Sec. 2. As used in this chapter, "burial plot" means an individual grave space that is used or intended to be used for the interment of the remains of a deceased individual.

IC 23-14-42.5-3"Deceased animal"

(1) that was owned by or assigned to assist the deceased owner during the deceased owner's lifetime;

(2) whose death occurs before, after, or simultaneously with the death of the deceased owner; and

(3) the remains of which have been cremated and placed in a temporary container or an urn.

IC 23-14-42.5-4"Deceased owner"

Sec. 4. As used in this chapter, "deceased owner" refers to the deceased record owner of burial rights in a burial plot.

IC 23-14-42.5-5"Law enforcement animal"

Sec. 5. (a) As used in this chapter, "law enforcement animal" means a dog that is owned or used by a law enforcement agency for the principal purposes of:

IC 23-14-42.5-6"Military animal"

Sec. 6. As used in this chapter, "military animal" refers to a military working dog described in 10 U.S.C. 2583.

IC 23-14-42.5-7Scattering, placing, interring cremated animal remains on a burial plot

Sec. 7. (a) Subject to subsection (b), the cremated remains of a deceased animal of a deceased owner may be:

(1) removed from the temporary container or urn described in section 3(3) of this chapter and scattered or placed on top of the deceased owner's burial plot; or

(2) interred on top of the deceased owner's burial plot as long as the interment of the deceased animal's cremated remains does not:

(A) encroach upon or interfere with a neighboring burial plot of which the deceased owner is not the record owner;

The cremated remains of a deceased animal of a deceased owner may be scattered, placed, or interred in a manner described in this subsection before, after, or in conjunction with the interment of the remains of the deceased owner.

(b) The cremated remains of a deceased animal of a deceased owner may be scattered, placed, or interred in a manner described in subsection (a) only if the following apply:

(1) The person or entity owning the deceased animal at the time of the deceased animal's death:

(A) consents in writing to the scattering, placement, or interment of the cremated remains of the deceased animal in a manner described in subsection (a); and

(B) before the scattering, placement, or interment of the cremated remains of the deceased animal is to take place, provides the written consent described in clause (A) to the owner of the cemetery in which the deceased owner's burial plot is located;

if the deceased owner is not the owner of the deceased animal at the time of the deceased animal's death.

(2) The deceased owner provides for or directs the scattering, placement, or interment of the cremated remains of the deceased animal in a manner described in subsection (a):

provides for or directs the scattering, placement, or interment of the cremated remains of the deceased animal in a manner described in subsection (a).

IC 23-14-43-1Improvements to approaches or roads

Sec. 1. The officers, owners, or directors in charge of a public or private cemetery that is organized and incorporated under Indiana law may use any funds arising from:

IC 23-14-43-2Restrictions on improvements

Sec. 2. The part of an approach or road that is improved under section 1 of this chapter may not exceed a distance of one-half (1/2) mile from the cemetery.

IC 23-14-44Chapter 44. Prohibition on Road and Utility Construction in Cemeteries

IC 23-14-44-1Restrictions on road or utility construction

Sec. 1. (a) This section applies to a cemetery from the time interment, entombment, or inurnment spaces in the cemetery are ready for immediate use and bona fide sales have been made.

(b) A railroad, street, road, alley, pipeline, pole line, or other public thoroughfare or utility shall not be laid out through, over, or across any part of the cemetery within one hundred (100) feet of:

IC 23-14-44-2Injunctions

Sec. 2. Upon the complaint of any person, a permanent injunction shall be issued to prevent any other person from locating or constructing a railroad, street, road, alley, pipeline, pole line, or other public thoroughfare or utility on any ground that is:

IC 23-14-44-3Violation of chapter; Class B misdemeanor

Sec. 3. A person who knowingly violates this chapter commits a Class B misdemeanor.

IC 23-14-45Chapter 45. Construction of Railroads on Cemetery Property Prohibited

23-14-45-1Construction of railroad on cemetery property prohibited

IC 23-14-45-1Construction of railroad on cemetery property prohibited

Sec. 1. A person shall not locate or construct a railroad on any real estate held, used, or occupied as a cemetery.

IC 23-14-45-2Injunctions

Sec. 2. Upon the complaint of any person, another person shall be perpetually enjoined from locating or constructing a railroad on any ground that is:

IC 23-14-45-3Violation of chapter; Class C infraction

IC 23-14-46Chapter 46. Cemetery Rules and Regulations and Exclusive Rights

23-14-46-9Commodities or services; written statement; itemized price range

IC 23-14-46-1Powers of owner

(A) for the use, care, control, management, restriction, and protection of all parts and subdivisions of the cemetery;

(B) for restricting, limiting, and regulating the use of all property within the cemetery;

(C) for regulating the care of plants or shrubs within the grounds and preventing the introduction of certain types of plants or shrubs;

(D) for regulating the conduct of persons and preventing improper assemblages in the cemetery; and

(E) for all other purposes considered necessary by the owner of the cemetery for the proper conduct of the business of the cemetery and the protection and safeguarding of the premises and the principles, plans, and ideals on which the cemetery was organized; and

(2) may periodically amend, add to, revise, change, modify, or abolish the rules and regulations.

IC 23-14-46-2Penalties for rule violation

(1) prescribe penalties for the violation of a rule or regulation adopted under section 1 of this chapter; and

IC 23-14-46-3Requirements

Sec. 3. Rules and regulations adopted by a cemetery under section 1 of this chapter shall be:

(2) kept available for inspection and copying at the usual place for transacting the regular business of the cemetery.

IC 23-14-46-4Restrictions on imposition of monetary penalty

Sec. 4. The owner of a cemetery may not, because of the nonpayment of periodic care charges, impose a monetary penalty that attaches against a burial space if:

(1) the burial space was conveyed by the cemetery after June 14, 1939, and the conveyance was subject to IC 23-14-48 or IC 23-14-1-12 (before its repeal); or

(2) the owner of the burial space or the owner's heirs or representatives can document previous payment of perpetual care or endowed care charges.

IC 23-14-46-5Restrictions on public notice

Sec. 5. A public notice, including a notice of nonpayment, may not be attached to any lot, grave, gravestone, marker, or memorial upon a lot for the purpose of enforcing a penalty for the nonpayment of perpetual care charges.

IC 23-14-46-6Powers and duties of person in charge of cemetery

Sec. 6. The sexton, superintendent, manager, director, or other person in charge of a cemetery has the same powers, functions, duties, and authority granted by law to a peace officer within the jurisdiction in which the cemetery is located for the purpose of:

within the cemetery and within an area immediately outside the cemetery as large as necessary to protect the property of the cemetery.

IC 23-14-46-7Exclusive rights of owner

Sec. 7. Because the owner of a cemetery is responsible for the performance of the care and maintenance of the cemetery, a cemetery owner has the exclusive right to:

(1) open and close a grave or grave space, burial space, crypt, or niche in the cemetery;

(3) install any kind of foundation or other type of base for the marker, monument, or any type of memorial in the cemetery.

This exclusive right may also be exercised by the authorized representative of the owner of the cemetery.

IC 23-14-46-8Violation of chapter; Class B misdemeanor

Sec. 8. A person who knowingly violates this chapter commits a Class B misdemeanor.

IC 23-14-46-9Commodities or services; written statement; itemized price range

Sec. 9. When selling commodities or services to a consumer, a cemetery owner or authorized representative of the cemetery owner shall give a consumer a written statement that includes an itemized price range of all commodities and services that the consumer may purchase. The written statement must contain the effective date of the itemized price range.

IC 23-14-47Chapter 47. Use, Sale, and Installation of Monuments and Other Commodities

IC 23-14-47-1Establishment of rules and regulations

Sec. 1. (a) Subject to subsection (b), a cemetery owner has the right to establish reasonable rules and regulations regarding the:

(1) Require a person purchasing burial rights in the cemetery under a contract subject to IC 30-2-13-12.5 to have a vault installed in the cemetery before the death of the purchaser.

(2) Allow any other person providing services or commodities to a person purchasing burial rights in the cemetery to install a vault in the cemetery before the death of the purchaser.

IC 23-14-47-2Duties of owner

Sec. 2. A cemetery owner shall not prevent the use of or installation in the cemetery of any commodity purchased from any source if the commodity meets the rules and regulations established under section 1 of this chapter.

IC 23-14-47-3Fees for services

Sec. 3. The fee that a cemetery owner charges for services in connection with the installation or use of commodities in the cemetery must:

As added by P.L.52-1997, SEC.21. Amended by P.L.113-2007, SEC.3; P.L.113-2022, SEC.8.

IC 23-14-47-4Schedule of charges

Sec. 4. At the usual place for transacting the regular business of each cemetery, the cemetery owner shall maintain a complete schedule of all charges that the cemetery imposes for services in connection with the installation or use of commodities in the cemetery. The schedule must be:

(3) consistent with the written statement provided to each consumer under IC 23-14-46-9.

IC 23-14-47-5Violation of chapter; Class B misdemeanor

Sec. 5. A person who knowingly violates this chapter commits a Class B misdemeanor.

23-14-48-2Establishment of perpetual care fund; limit on withdrawals

23-14-48-2.2Withdrawal of funds from perpetual care fund established as a conventional trust

23-14-48-2.6Conversion of perpetual care fund into total return unitrust

23-14-48-4Duties of cemetery organized after March 6, 1953, and before July 1, 1997

23-14-48-10Formation of association for management, care, and supervision of cemetery

IC 23-14-48-0.1Repealed

IC 23-14-48-1Application of chapter

Sec. 1. (a) Except as provided in subsection (b), this chapter does not apply to:

(B) that is owned and operated entirely and exclusively by a nonprofit mutual association in existence on June 14, 1939; and

(1) constructs or permits to be constructed any structure, above or below ground, and offers interment rights in the structure for sale to the general public; or

IC 23-14-48-1.5"Immediate maintenance needs"

Sec. 1.5. As used in this chapter, the "immediate maintenance needs" of a cemetery means the need to perform one (1) or more of the perpetual care activities set forth in IC 23-14-33-30(a)(1) through IC 23-14-33-30(a)(6) and IC 23-14-33-30(b)(1) through IC 23-14-33-30(b)(4) in the present rather than at a future time.

IC 23-14-48-2Establishment of perpetual care fund; limit on withdrawals

Sec. 2. (a) The owner of each cemetery shall provide for the creation and establishment of an irrevocable perpetual care fund.

(b) The principal of a perpetual care fund established under this section shall permanently remain intact, except as provided in this chapter.

(c) The following apply to a perpetual care fund unless the perpetual care fund is a trust that has been converted into a total return unitrust under section 2.6 of this chapter:

(1) Fifty percent (50%) of any appreciation of the principal of the fund may be withdrawn annually not more than forty-five (45) days after the end of the fund's fiscal year.

(2) Any income earned by the fund during the fiscal year may be withdrawn quarterly during the fund's fiscal year.

(2) appreciation of the principal of a perpetual care fund under subsection (c)(1);

shall be devoted to the perpetual care of the cemetery, including the immediate maintenance needs of the cemetery.

(e) A perpetual care fund established under this section is not subject to attachment by a creditor unless the underlying debt was incurred for the perpetual care or endowment care (as defined in IC 23-14-33-30) of the cemetery for which the fund was established.

As added by P.L.52-1997, SEC.22. Amended by P.L.66-1999, SEC.1; P.L.14-2018, SEC.3; P.L.33-2019, SEC.1.

IC 23-14-48-2.2Withdrawal of funds from perpetual care fund established as a conventional trust

(2) the perpetual care fund trust has not been converted into a total return unitrust under section 2.6 of this chapter;

the trustee of the trust may, to the extent allowed by section 2 of this chapter, withdraw funds from the trust in amounts the trustee considers necessary to pay the cost of perpetual care of the cemetery, notwithstanding any provision in the terms of the trust instrument that would restrict withdrawals from the trust for perpetual care of the cemetery to less than the amounts allowed by section 2 of this chapter.

IC 23-14-48-2.4Investment of money in perpetual care fund

Sec. 2.4. (a) As used in this section, "broker or brokerage firm" refers to a broker-dealer, agent, investment adviser, investment adviser representative, or federal covered investment adviser authorized under IC 23-19 to transact business in Indiana.

(b) As used in this section, "financial institution" means any bank, trust company, mutual savings bank, savings association, or credit union that was organized and is operating under Indiana law or the laws of the United States.

(1) A money market mutual fund that meets the conditions of 17 CFR 270.2a-7 under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.).

(A) obligations that are issued, guaranteed, or insured by the United States government; or

(B) collateralized repurchase agreements composed of obligations described in clause (A).

(2) in the case of an investment company that is organized as a series company, an investment company series;

that is registered with the United States Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.).

(e) In administering a perpetual care fund established under section 2 of this chapter, the cemetery owner, trustee, or other entity administering the fund shall exercise the judgment and care required by IC 30-4-3.5, except that:

(A) deposit in a financial institution whose deposits are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, the National Credit Union Share Insurance Fund, or another federal insurance fund backed by the full faith and credit of the United States government; or

(D) Any interest bearing account or fund that is offered by a financial institution or a broker or brokerage firm.

IC 23-14-48-2.6Conversion of perpetual care fund into total return unitrust

Sec. 2.6. (a) If a perpetual care fund established under this chapter is a trust, the trust may be converted into a total return unitrust under IC 30-2-15.

(b) Withdrawals may be made from a trust converted into a total return unitrust as provided in:

all withdrawals from a trust converted into a total return unitrust shall be devoted to the perpetual care of the cemetery, including the immediate maintenance needs of the cemetery.

(d) This subsection applies to a unitrust distribution made in any given year. Before making a unitrust distribution, the trustee must do the following:

(1) Evaluate the change that a unitrust distribution will make to the trust's principal over time.

(2) Ensure that the current market value of the trust at the time of the trustee's evaluation is greater than the sum of the following amounts:

(A) Eighty percent (80%) of the trust's principal amount at the time of the trust's conversion to a unitrust.

(B) Any required contributions made to the trust after the trust's conversion to a unitrust.

If the current market value of the trust is less than the amount required by this subsection, any distribution made from the trust shall be consistent with section 2 of this chapter.

IC 23-14-48-3Establishment; payment; fund segregated

Sec. 3. (a) A perpetual care fund shall be established under this chapter as follows:

(1) In the case of a cemetery for earth burials, by the application and payment to the perpetual care fund of an amount at least equal to:

(2) In the case of a community or public mausoleum, or community or public garden crypt, by the application and payment to the perpetual care fund of an amount at least equal to:

(3) In the case of a community columbarium, by the application and payment to the perpetual care fund of an amount at least equal to twenty dollars ($20) per niche sold or transferred.

(b) From the sale price, any payment on the sale price, or in a nonmonetary transfer, the owner shall pay an amount in proportion to the requirements of subsection (a)(1) through (a)(3) to the care fund. The payment must be in cash and shall be deposited with the trustee of the fund:

(1) not more than thirty (30) days after the end of the month in which payments on the sale are received; or

(2) not more than thirty (30) days after the end of the month in which there was a transfer which did not involve a sale.

(c) The payments required by this section are required to be paid only on the original sale or transfer and not again for any subsequent resale or transfer of the same ground interment rights, crypt, or niche.

(d) The trustee of a fund established under this chapter must keep the fund segregated from any other fund or account belonging to the owner of the cemetery.

As added by P.L.52-1997, SEC.22. Amended by P.L.66-1999, SEC.2; P.L.65-2007, SEC.1; P.L.61-2008, SEC.1.

IC 23-14-48-4Duties of cemetery organized after March 6, 1953, and before July 1, 1997

Sec. 4. (a) In addition to meeting the requirements of sections 1 through 3 of this chapter, a cemetery that:

(1) is organized after March 6, 1953, and before July 1, 1997, by incorporation, association, individually, or any other means; or

shall, before disposing of a burial lot or right, making a sale of a burial lot or right, or making its first burial, cause to be deposited in a financial institution the sum of twenty-five thousand dollars ($25,000) in cash in the perpetual care fund established under this chapter for the maintenance of the cemetery.

(b) The cemetery owner shall designate the financial institution as trustee of the fund. The financial institution must execute an affidavit stating that it has accepted the trusteeship of the fund and that the twenty-five thousand dollars ($25,000) has been deposited in the fund. The cemetery shall:

(3) record the affidavit in the miscellaneous records in the office of the recorder in the county in which the cemetery is located.

(c) When the cemetery has deposited in the perpetual care fund, as required by this section, fifty thousand dollars ($50,000):

(2) the trustee shall pay over to the cemetery the amount of twenty-five thousand dollars ($25,000) that the cemetery deposited in the fund under subsection (a).

As added by P.L.52-1997, SEC.22. Amended by P.L.66-1999, SEC.3; P.L.3-2008, SEC.168; P.L.33-2019, SEC.4.

IC 23-14-48-5Duties of cemetery organized after June 30, 1997

Sec. 5. (a) In addition to meeting the requirements of sections 1 through 3 of this chapter, a cemetery that:

shall, before disposing of a burial lot or right, making a sale of a burial lot or right, or making its first burial, entombment, or inurnment cause to be deposited in a financial institution one hundred thousand dollars ($100,000) in cash in the perpetual care fund established under this chapter for the maintenance of the cemetery.

(b) The cemetery owner shall designate the financial institution as trustee of the fund. The financial institution must execute an affidavit stating that it has accepted the trusteeship of the fund and that the one hundred thousand dollars ($100,000) has been deposited in the fund. The cemetery shall:

(3) record the affidavit in the miscellaneous records in the office of the recorder of the county in which the cemetery is located.

(c) When the cemetery has deposited in the perpetual care fund, as required by this section, two hundred thousand dollars ($200,000):

(2) the trustee shall pay over to the cemetery one hundred thousand dollars ($100,000) that the cemetery deposited in the fund under subsection (a).

(d) This section does not apply in the case of a cemetery consisting of a columbarium or a community columbarium:

(B) is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code; and

(i) ten percent (10%) of the retail sale amount into the perpetual care fund established under this chapter for the maintenance of the cemetery; and

(ii) ninety percent (90%) of the retail sale amount into an irrevocable trust fund for the purpose of maintaining the grounds and facilities.

As added by P.L.52-1997, SEC.22. Amended by P.L.66-1999, SEC.4; P.L.3-2008, SEC.169; P.L.33-2019, SEC.5; P.L.82-2025, SEC.1.

IC 23-14-48-6Increases in perpetual care fund

Sec. 6. A perpetual care fund may be increased by adding to the fund surplus money or property that the cemetery receives by will, deed, gift, or otherwise.

IC 23-14-48-7Accounting and report; audit

Sec. 7. (a) Not more than ninety (90) days after the end of the fiscal year of a cemetery to which this chapter applies, the custodian or trustee of the perpetual care fund of the cemetery shall prepare and file with the owner of the cemetery a detailed accounting and report of the perpetual care fund for the preceding fiscal year. The report:

(1) must include, among other things, a properly itemized listing of the securities in which the funds are invested; and

(2) shall be available for inspection and copying at all times by any owner of or holder of a burial right in the cemetery at the usual place at which the regular business of the cemetery is transacted.

(b) Not more than one hundred five (105) days after the end of the fiscal year of a cemetery to which this chapter applies, the trustee of the perpetual care fund of the cemetery shall file the report required under subsection (a) with the state board of funeral and cemetery service.

(c) The state board of funeral and cemetery service may audit or order an audit of the perpetual care fund of a cemetery if the state board of funeral and cemetery service determines that the trustee of the perpetual care fund is not complying with the requirements set forth in subsections (a) and (b). The cemetery that is the subject of the audit shall pay all costs associated with the audit.

(d) The owner of a cemetery shall maintain a report required by this section for the longer of:

(2) three (3) years after the date the owner sells or otherwise transfers the cemetery.

As added by P.L.52-1997, SEC.22. Amended by P.L.65-2007, SEC.2; P.L.61-2008, SEC.2.

IC 23-14-48-8Separate and distinct cemeteries

Sec. 8. Each geographic location used as a cemetery constitutes a separate and distinct cemetery for the purpose of this chapter.

IC 23-14-48-9Violation of chapter

Sec. 9. (a) Except as otherwise provided in subsections (b) and (c), a person who knowingly violates this chapter commits a Class A misdemeanor.

(b) A person who makes a false or fraudulent representation as to the existence, amount, investment, control, or condition of a perpetual care fund of a cemetery for the purpose of inducing another to purchase any burial right commits a Class C infraction.

(c) A person who knowingly or intentionally uses funds in a perpetual care fund established under this chapter for purposes other than the perpetual care of the cemetery for which the perpetual care fund was established commits a Level 5 felony.

As added by P.L.52-1997, SEC.22. Amended by P.L.113-2007, SEC.4; P.L.158-2013, SEC.266; P.L.33-2019, SEC.7.

IC 23-14-48-10Formation of association for management, care, and supervision of cemetery

(1) is organized under Indiana law for the purpose of establishing and maintaining a cemetery; or

(2) is organized for another purpose but has established and maintains a cemetery.

(1) a corporation described in subsection (a) has not provided a general perpetual care fund after having sold all of the lots in a cemetery; and

(2) at least twenty-five (25) owners of lots in the cemetery or next of kin of owners of lots in the cemetery:

(A) form an association for the purpose of taking over the management, care, and general supervision of the cemetery; and

(B) sign and submit to the corporation a petition seeking authority for the management, care, and general supervision of the cemetery;

the corporation shall turn over to the association the complete authority for the management, care, and supervision of the cemetery.

(c) An association to which subsection (b) applies shall assume all responsibility and liability for the proper care and management of the cemetery, subject to the following:

(1) If a cemetery has been under the control of a certain religious denomination, sect, or creed that has observed certain religious customs or rules with reference to the burying of the dead in the cemetery, the association shall observe those religious customs or rules.

(2) The transfer of authority under this section does not affect the reversion of the title to the lands occupied by the cemetery if the land ever ceases to be used as a cemetery or burial place for the dead.

IC 23-14-48.5Chapter 48.5. Consumer Protection Fund for Cemetery Maintenance

23-14-48.5-4Consumer protection fund for cemetery maintenance; establishment; funding; continuously appropriated

23-14-48.5-7Application for funds; maximum withdrawal; recovery; suspension of payments to fund

IC 23-14-48.5-1Application

Sec. 1. (a) Except as provided in subsection (b), this chapter does not apply to:

(b) This chapter applies to the whole of a cemetery described in subsection (a)(3) if, directly or indirectly:

(1) any structure is constructed above or below ground in the cemetery and interment rights in the structure are offered for sale to the general public; or

IC 23-14-48.5-2"Board"

Sec. 2. As used in this chapter, "board" means the state board of funeral and cemetery service established by IC 25-15-9-1.

IC 23-14-48.5-3"Fund"

Sec. 3. As used in this chapter, "fund" refers to the consumer protection fund for cemetery maintenance established by section 4 of this chapter.

IC 23-14-48.5-4Consumer protection fund for cemetery maintenance; establishment; funding; continuously appropriated

Sec. 4. (a) The consumer protection fund for cemetery maintenance is established. The board shall administer the fund and shall deposit contributions remitted under section 5 of this chapter in the fund.

(b) The expenses of administering the fund shall be paid from money in the fund.

(c) The money in the fund and the interest accruing to the fund remain in the fund and do not revert to the state general fund.

(d) Money in the fund is continuously appropriated for the purposes of this chapter.

IC 23-14-48.5-5Duties of cemetery owner; payment

(1) In the case of a cemetery for earth burials, an amount equal to one percent (1%) of the sale price of each burial plot sold or transferred.

(2) In the case of a community or public mausoleum or a community or public garden crypt, an amount equal to one percent (1%) of the sale price of each sale of entombment or inurnment rights.

(3) In the case of a community columbarium, an amount equal to two dollars ($2) per niche sold or transferred.

The owner shall remit the contributions required under this subsection to the board for deposit in the fund.

(b) In the case of a payment to a cemetery owner of part of the sale price for a burial plot, entombment or inurnment rights, or a niche, the cemetery owner shall pay to the fund an amount proportional to the amount required by subsection (a)(1) through (a)(3). In the case of a nonmonetary transfer in the sale of a burial plot, entombment or inurnment rights, or a niche, the cemetery owner shall pay to the fund the cash equivalent of the amount that would be required by subsection (a)(1) through (a)(3) if the sale were for cash. The payment by the cemetery owner under this section must be in cash and shall be remitted to the board:

(1) not later than March 1 of each year for payments received in the preceding calendar year; or

(2) not later than March 1 of each year for nonmonetary transfers in the preceding calendar year.

(c) Payments are required under this section only on the original sale or transfer and are not required for any subsequent resale or transfer of the same plot, rights, or niche.

IC 23-14-48.5-6Use of money in fund

Sec. 6. Money in the fund may be used to provide cemetery maintenance when the board finds:

(B) money in the perpetual care fund of the cemetery is depleted, subject to a dispute that prevents distribution of the money, or otherwise unavailable for the purposes of the perpetual care fund; and

(C) interested persons are unable to take over the management, care, and general supervision of the cemetery under IC 23-14-48-10; or

(2) that the appreciation and income of the principal of a cemetery's perpetual care fund that are available under IC 23-14-48-2 are not sufficient to meet the cemetery's immediate maintenance needs (as defined in IC 23-14-48-1.5).

IC 23-14-48.5-7Application for funds; maximum withdrawal; recovery; suspension of payments to fund

may request maintenance assistance from the fund by filing with the board an application on a form provided by the board requesting funds for emergency maintenance.

(b) The board may hold a hearing concerning an application if the board considers it necessary and shall, within a reasonable time, make a determination concerning each application. The board may authorize the withdrawal from the fund of an amount sufficient to provide emergency maintenance for the cemetery to which the application relates, but not more than fifty thousand dollars ($50,000).

(c) If the cost of maintaining a cemetery is paid from the fund, the fund is entitled to recover the amount paid from the owner of the cemetery, and the board shall ask the attorney general to take all reasonable steps to collect that amount from the cemetery owner. Any amount collected from a cemetery owner under this subsection shall be deposited in the fund.

(d) The board shall annually review the status of the fund. If the board determines during its annual review that the fund balance equals or exceeds five hundred thousand dollars ($500,000), the board shall suspend the requirement to make payments to the fund under section 5 of this chapter until after the next annual review in which the board determines that the fund balance is less than five hundred thousand dollars ($500,000).

23-14-49-1Application of chapter; placement of certain proceeds

IC 23-14-49-1Application of chapter; placement of certain proceeds

Sec. 1. (a) This chapter does not apply to the proceeds from the sales of burial spaces.

(b) All proceeds received by anyone selling floral tributes, vaults, memorials of any type, or services that:

(2) are not to be delivered or provided until the death of the person or persons for whom the vault, memorial, floral tribute, or service is to be used or provided;

shall be placed in escrow or trust in a separate account and held for the specific purpose intended until the time of burial or completion of the services.

IC 23-14-49-2Powers of owner

(1) take and hold any property devised, bequeathed, granted, or given to the owner in trust; and

IC 23-14-49-3Violation of chapter; Class A misdemeanor

Sec. 3. A person who knowingly violates this chapter commits a Class A misdemeanor.

IC 23-14-50-1Application of chapter

Sec. 1. (a) Except as provided in subsection (b), this chapter does not apply to:

(B) that is owned and operated entirely and exclusively by a nonprofit mutual association in existence on June 14, 1939; and

(1) constructs or permits to be constructed any structure, above or below ground, and offers interment rights in the structure for sale to the general public; or

IC 23-14-50-2Charitable and eleemosynary purpose of funds

are expressly permitted and shall be considered to be for a charitable and eleemosynary purpose.

(b) The funds and contributions referred to in subsection (a) are considered to be a provision:

(1) for the discharge of a duty due from the person or persons contributing to the fund to the person or persons whose remains are or will be interred in the cemetery; and

(2) for the benefit and protection of the public by preserving, beautifying, and keeping cemeteries from becoming places of reproach and desolation in the communities in which they are situated.

(1) is not invalid by reason of any indefiniteness or uncertainty of the persons designated as beneficiaries in the instruments creating the fund; and

(2) is not invalid as violating any law against perpetuities or suspension of the power of alienation of title to property.

IC 23-14-50-3Trustee's relief from duties

(1) any gift, grant, bequest, donation, or other property held by the owner of a cemetery for cemetery purposes is held by the cemetery owner as a trust of any kind; or

(2) the owner of a cemetery is a beneficiary of any trust estate for cemetery purposes;

the trustee of the trust is relieved of the duties otherwise imposed upon the trustee by IC 30-4-5-12 through IC 30-4-5-15.

IC 23-14-51Chapter 51. The Investment and Use of Cemetery Funds

IC 23-14-51-1Application of chapter

Sec. 1. (a) Except as provided in subsection (b), this chapter does not apply to:

(B) that is owned and operated entirely and exclusively by a nonprofit mutual association in existence on June 14, 1939; and

(1) constructs or permits to be constructed any structure, above or below ground, and offers interment rights in the structure for sale to the general public; or

IC 23-14-51-2Investment and reinvestment of money and assets

Sec. 2. After June 14, 1939, a cemetery to which IC 23-14-48 applies shall invest and reinvest:

in property or securities that qualify for trust investments under IC 30-4-3-3(c).

IC 23-14-51-3Loans from perpetual care fund prohibited

Sec. 3. No loans or pledges of money or property shall be made from the perpetual care fund of a cemetery:

IC 23-14-51-4Fidelity bond

Sec. 4. (a) This section applies to a cemetery if a perpetual care fund or other trust account of the cemetery is not held in trust for the cemetery by a corporate trustee.

(b) The treasurer of the cemetery or other person or persons having custody of the fund or account shall furnish to a cemetery to which this section applies a fidelity bond that is:

(2) payable to the cemetery in a penal sum at least equal to one hundred twenty-five percent (125%) of the value of the principal of the trust estate at the beginning of each calendar year.

(c) The bond required by this section shall be deposited with the auditor of the county in which the cemetery is located. The auditor shall do the following:

(2) Annually examine the sufficiency of the bond and report to the prosecuting attorney of the county any failure of the cemetery owner to comply with this chapter.

(d) For the services provided under subsection (c), the auditor shall receive from each cemetery owner five dollars ($5) per year. Money that the auditor receives under this subsection is the property of the office of the auditor.

IC 23-14-51-5Violation of chapter; Class A misdemeanor

Sec. 5. A person who knowingly violates this chapter commits a Class A misdemeanor.

IC 23-14-52Chapter 52. Conditions Applying to the Sale of a Cemetery

IC 23-14-52-1Application and exceptions to conditions

by a cemetery owner to a purchaser is subject to the conditions set forth in section 2 of this chapter.

(b) The sale of burial rights, services, or merchandise to an individual for the interment of the individual or members of the individual's family is not subject to the conditions set forth in section 2 of this chapter.

IC 23-14-52-2Liability and duties of purchaser

Sec. 2. The following conditions apply to a sale referred to in section 1(a) of this chapter:

(1) The purchaser is liable for any shortages existing before or after the sale in the perpetual care fund required by IC 23-14-48 or in an escrow fund or trust account required by IC 23-14-49-1.

(B) all obligations imposed on the cemetery owner under contracts made by the selling cemetery owner or any prior cemetery owner relating to:

(ii) the sale of the personal property or services described in IC 23-14-49-1; and

IC 23-14-53-1Receipt of deposit or legacy of money

Sec. 1. (a) Any church, corporation, or association that owns a cemetery may receive from any person a deposit or legacy of money to be held in trust:

(b) The earnings of the deposit or legacy shall be used for the purpose of keeping in good condition any lot or lots, monument, vault, or gravestone in the cemetery that is designated by the donor or testator.

IC 23-14-53-2Duties upon receipt of deposit or legacy of money

Sec. 2. (a) A church, corporation, or association that receives a deposit or legacy of money to be held in trust under section 1 of this chapter shall:

(1) adopt rules concerning the investment and safekeeping of any deposit or bequest; and

(A) on a basis agreed upon by the depository and the church, corporation, or association; but

for the purpose of taking care of the particular lot or lots, monument, vault, or gravestone for which the money was given or donated.

(c) The money on deposit in the depository under this section shall not be used for any purpose other than taking care of the particular lot or lots, monument, vault, or gravestone, and only the interest earned on the deposit or legacy may be used.

are exempt from taxation under IC 6. However, this chapter does not repeal or modify IC 23-14-65.

IC 23-14-54-1Time period for disposition

Sec. 1. Subject to the rights of transportation and removal of dead human bodies or other disposition of dead human bodies, as provided by law, the remains of all individuals who die in Indiana or are shipped into Indiana shall be deposited:

within a reasonable time after death, except as ordered by the Indiana department of health.

IC 23-14-54-2Depth of cover

Sec. 2. All dead human bodies interred in the earth shall have a cover of at least two (2) feet of earth at the shallowest point over the outer receptacle in which the body is placed.

IC 23-14-54-3Ventilation of mausoleums

Sec. 3. All private or family mausoleums shall be constructed in such manner as to admit proper ventilation.

IC 23-14-54-4Cremated remains

Sec. 4. The remains of dead human bodies that have been cremated may be deposited in mausoleums, garden crypts, or columbaria or deposited in or on the earth.

IC 23-14-54-5Violation of chapter; Class B misdemeanor

Sec. 5. A person who knowingly violates this chapter commits a Class B misdemeanor.

IC 23-14-54.5Chapter 54.5. Unclaimed Remains of Veterans and Dependents of Veterans

23-14-54.5-8Transport of cremated remains; location information for cremated remains

IC 23-14-54.5-1Application of definitions

IC 23-14-54.5-2"Dependent of a veteran"

Sec. 2. As used in this chapter, "dependent of a veteran" means a spouse or a dependent child (as recognized by the United States Department of Veterans Affairs) of a veteran.

IC 23-14-54.5-3"Funeral director"

Sec. 3. As used in this chapter, "funeral director" means a person who holds a funeral director license issued under IC 25-15.

IC 23-14-54.5-4"Verification information"

Sec. 4. As used in this chapter, "verification information" means data required by the United States Department of Veterans Affairs to verify whether a deceased person is a veteran or a dependent of a veteran and is eligible for burial in a national or state cemetery, including:

IC 23-14-54.5-5"Veteran"

(B) in active duty in a force of any organized state militia in a full-time status; or

(2) was released from the service described in subdivision (1) other than by dishonorable discharge.

IC 23-14-54.5-6"Veterans' service organization"

Sec. 6. As used in this chapter, "veterans' service organization" means a veterans' organization that:

(1) is qualified as tax exempt under Section 501(c)(3) or 501(c)(19) of the Internal Revenue Code;

(2) is organized for the verification and burial of veterans and dependents of veterans; and

IC 23-14-54.5-7Application of section; releases

(1) A funeral director has had possession of cremated remains for at least one (1) year.

(2) The funeral director has complied with any notice or other requirements under law concerning cremated remains that have not been claimed by an authorizing agent.

(3) No attempt has been made to claim the cremated remains by a person who has the right to serve as an authorizing agent.

(b) A veterans' service organization that is approved by the Indiana department of veterans' affairs under IC 10-17-1-4.5 may request a funeral director to release verification information concerning cremated remains in the possession of the funeral director.

(c) A funeral director may release verification information concerning cremated remains to a veterans' service organization described in subsection (b).

(1) the United States Department of Veterans Affairs or the Indiana department of veterans' affairs verifies that the cremated remains are the remains of a veteran or a dependent of a veteran and are eligible for burial in a state or national cemetery; and

(2) a veterans' service organization enters into a signed transfer and release of liability with the funeral director who has possession of the cremated remains;

the funeral director may release the cremated remains to the veterans' service organization.

IC 23-14-54.5-8Transport of cremated remains; location information for cremated remains

Sec. 8. (a) A veterans' service organization that receives cremated remains under section 7 of this chapter shall:

(2) inter, entomb, or inurn the cremated remains in the state or national cemetery in accordance with any applicable state or federal law.

(b) A veterans' service organization shall provide, in writing to the funeral director who released the cremated remains, the following information concerning the location of the cremated remains that were interred, entombed, or inurned:

(c) This section may not be construed to require the funeral director who released the cremated remains under section 7 of this chapter to be present at the interment, entombment, or inurnment of the cremated remains.

IC 23-14-54.5-9Immunity for veterans' service organizations

Sec. 9. A veterans' service organization that in good faith receives and inters, entombs, or inurns cremated remains under this chapter is immune from civil liability for any acts or omissions by the veterans' service organization in receiving or interring, entombing, or inurning the cremated remains.

IC 23-14-54.5-10Immunity for funeral directors

(2) the cremated remains of a veteran or a dependent of a veteran as provided under this chapter;

is immune from civil liability for any acts or omissions in releasing the verification information or cremated remains.

IC 23-14-55Chapter 55. Authorization for Interment, Entombment, or Inurnment

23-14-55-1Warranty and liability of individual signing authorization

23-14-55-2Cemetery owner's authority to inter remains upon written authorization; priority among individuals as to power to authorize interment; persons who may not authorize; disputes

IC 23-14-55-1Warranty and liability of individual signing authorization

Sec. 1. (a) An individual who signs an authorization for the cremation, interment, entombment, or inurnment of any human remains:

(B) the identity of the person for whose remains cremation, interment, entombment, or inurnment is sought; and

(2) is personally and individually liable to pay damages in compensation for harm that:

the signing of the authorization for cremation, interment, entombment, or inurnment.

(b) A cemetery or crematory that relies in good faith on a signed authorization for the cremation, interment, entombment, or inurnment of human remains is not civilly or criminally liable or subject to disciplinary actions for carrying out the disposition of the decedent's remains in accordance with the instructions in the authorization.

As added by P.L.52-1997, SEC.29. Amended by P.L.34-2011, SEC.2; P.L.6-2012, SEC.162.

IC 23-14-55-2Cemetery owner's authority to inter remains upon written authorization; priority among individuals as to power to authorize interment; persons who may not authorize; disputes

Sec. 2. (a) Except as provided in subsection (c), the owner of a cemetery is authorized to inter, entomb, or inurn the body or cremated remains of a deceased human upon the receipt of a written authorization of an individual who professes either of the following:

(A) An individual granted the authority to serve in a funeral planning declaration executed by the decedent under IC 29-2-19, or the person named in a United States Department of Defense form "Record of Emergency Data" (DD Form 93) or a successor form adopted by the United States Department of Defense, if the decedent died while serving in any branch of the United States Armed Forces (as defined in 10 U.S.C. 1481) and completed the form.

(B) An individual specifically granted the authority in a power of attorney or a health care power of attorney executed by the decedent under IC 30-5-5-16 or a health care representative under IC 16-36-7.

(i) a petition to dissolve the marriage or for legal separation of the decedent and spouse is pending with a court at the time of the decedent's death, unless a court finds that the decedent and spouse were reconciled before the decedent's death; or

(ii) a court determines the decedent and spouse were physically and emotionally separated at the time of death and the separation was for an extended time that clearly demonstrates an absence of due affection, trust, and regard for the decedent.

(D) The decedent's surviving adult child or, if more than one (1) adult child is surviving, the majority of the adult children. However, less than half of the surviving adult children have the rights under this clause if the adult children have used reasonable efforts to notify the other surviving adult children of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the surviving adult children.

(E) The decedent's surviving parent or parents. If one (1) of the parents is absent, the parent who is present has authority under this clause if the parent who is present has used reasonable efforts to notify the absent parent.

(F) The decedent's surviving sibling or, if more than one (1) sibling is surviving, the majority of the surviving siblings. However, less than half of the surviving siblings have the rights under this clause if the siblings have used reasonable efforts to notify the other surviving siblings of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the surviving siblings.

(H) The individual in the next degree of kinship under IC 29-1-2-1 to inherit the estate of the decedent or, if more than one (1) individual of the same degree of kinship is surviving, the majority of those who are of the same degree. However, less than half of the individuals who are of the same degree of kinship have the rights under this clause if they have used reasonable efforts to notify the other individuals who are of the same degree of kinship of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the individuals who are of the same degree of kinship.

(I) If none of the persons described in clauses (A) through (H) are available, or willing, to act and arrange for the final disposition of the decedent's remains, a stepchild (as defined in IC 6-4.1-1-3(f)) of the decedent. If more than one (1) stepchild survives the decedent, then a majority of the surviving stepchildren. However, less than half of the surviving stepchildren have the rights under this subdivision if they have used reasonable efforts to notify the other stepchildren of their intentions and are not aware of any opposition to the final disposition instructions by more than half of the stepchildren.

(K) If none of the persons described in clauses (A) through (J) are available, any other person willing to act and arrange for the final disposition of the decedent's remains, including a funeral home that:

(i) has a valid prepaid funeral plan executed under IC 30-2-13 that makes arrangements for the disposition of the decedent's remains; and

(ii) attests in writing that a good faith effort has been made to contact any living individuals described in clauses (A) through (J).

(2) To have acquired by court order the right to control the disposition of the deceased human body or cremated remains.

The owner of a cemetery may accept the authorization of an individual only if all other individuals of the same priority or a higher priority (according to the priority listing in this subsection) are deceased, are barred from authorizing the disposition of the deceased human body or cremated remains under subsection (c), or are physically or mentally incapacitated from exercising the authorization, and the incapacity is certified to by a qualified medical doctor.

(b) An action may not be brought against the owner of a cemetery relating to the remains of a human that have been left in the possession of the cemetery owner without permanent interment, entombment, or inurnment for a period of three (3) years, unless the cemetery owner has entered into a written contract for the care of the remains.

the person referred to in subdivision (2) may not authorize the disposition of the decedent's body or cremated remains.

(d) The coroner, in consultation with the law enforcement agency investigating the death of the decedent, shall inform the cemetery owner of the determination referred to in subsection (c)(2).

(e) If a person vested with a right under subsection (a) does not exercise that right not less than seventy-two (72) hours after the person receives notification of the death of the decedent, the person forfeits the person's right to determine the final disposition of the decedent's remains and the right to determine final disposition passes to the next person described in subsection (a).

(f) A cemetery owner has the right to rely, in good faith, on the representations of a person listed in subsection (a) that any other individuals of the same degree of kinship have been notified of the final disposition instructions.

(g) If there is a dispute concerning the disposition of a decedent's remains, a cemetery owner is not liable for refusing to accept the remains of the decedent until the cemetery owner receives:

that determines the final disposition of the decedent's remains. If a cemetery agrees to shelter the remains of the decedent while the parties are in dispute, the cemetery may collect any applicable fees for storing the remains, including legal fees that are incurred.

(h) Any cause of action filed under this section must be filed in the probate court in the county where the decedent resided, unless the decedent was not a resident of Indiana.

(i) A spouse seeking a judicial determination under subsection (a)(1)(C)(i) that the decedent and spouse were reconciled before the decedent's death may petition the court having jurisdiction over the dissolution or separation proceeding to make this determination by filing the petition under the same cause number as the dissolution or separation proceeding. A spouse who files a petition under this subsection is not required to pay a filing fee.

As added by P.L.52-1997, SEC.29. Amended by P.L.102-2007, SEC.2; P.L.3-2008, SEC.170; P.L.143-2009, SEC.6; P.L.101-2010, SEC.2; P.L.34-2011, SEC.3; P.L.6-2012, SEC.163; P.L.190-2016, SEC.33; P.L.26-2021, SEC.2; P.L.50-2021, SEC.66; P.L.137-2021, SEC.29.

Sec. 1. A cemetery owner shall keep a record of each interment, entombment, and inurnment in the cemetery. The record must:

(D) the plot and the grave in which the interment or inurnment was made or the location within the building or structure in which the entombment or inurnment was made; and

(2) include the permit for burial issued by the division of public health of Indiana.

IC 23-14-56-2Permanent preservation of record

Sec. 2. The cemetery in which an interment, entombment, or inurnment takes place shall permanently preserve the record required by this chapter either:

(2) in alternative form such as microfilm, microfiche, computer disk, or compact disk.

IC 23-14-56-3Violation of chapter; Class B misdemeanor

Sec. 3. A person who knowingly violates this chapter commits a Class B misdemeanor.

IC 23-14-57Chapter 57. Disinterment, Disentombment, and Disinurnment

23-14-57-3Removal of human remains for nonpayment; liability of owner

IC 23-14-57-1Requirements for disinterment

Sec. 1. (a) As used in this section, "removal" or "removed" refers to the disinterment, disentombment, or disinurnment of the remains of a deceased human.

(b) Except as provided in subsection (e) and sections 4 and 5 of this chapter, the remains, either cremated or uncremated, of a deceased human shall not be removed from a cemetery without:

(3) the written consent of a person or persons referred to in one (1) of the following clauses, which are listed according to priority:

(A) The individual who was the spouse of the deceased at the time of the deceased's death.

(B) The surviving adult child of the deceased. If there is more than one (1) surviving adult child of the deceased, the requirement for written consent under this subdivision is satisfied if:

(i) any one (1) of the surviving adult children provides written consent to the removal of the deceased's remains;

(ii) the consent provided under item (i) confirms that all other surviving adult children of the deceased have been notified of the proposed removal of the deceased's remains; and

(iii) the Indiana department of health does not receive a written objection to the proposed removal from any of the deceased's surviving adult children.

(C) The surviving parent of the deceased. If the deceased is survived by both parents, the requirement for written consent under this subdivision is satisfied if:

(i) either surviving parent provides written consent to the removal of the deceased's remains; and

(ii) the Indiana department of health does not receive a written objection to the proposed removal from the other surviving parent.

(E) The individual in the next degree of kinship to the deceased under IC 29-1-2-1. If more than one (1) individual of the same degree of kinship is surviving, the requirement for written consent under this subdivision is satisfied if:

(i) any individual of that degree of kinship provides written consent to the removal of the deceased's remains; and

(ii) the Indiana department of health does not receive a written objection to the proposed removal from any other surviving individual in the same degree of kinship.

(c) Before issuing a written authorization under subsection (b), the Indiana department of health shall do the following:

(A) be present at the removal and at the reinterment, reentombment, or reinurnment of the remains; and

(B) cause the completed order of the Indiana department of health to be recorded in the office of the county recorder of the county where the removal occurs.

(d) If the written consent of an individual authorized under subsection (b)(3) to give consent is not available, a person who has made a request under this section to the Indiana department of health may petition a court to determine whether to waive the consent requirement of subsection (b)(3). In determining whether to waive the requirement, the court shall consider the viewpoint of any issue (as defined in IC 29-1-1-3) of the deceased. In a proceeding under this subsection, the court may not order the disinterment, disentombment, or disinurnment of the remains of a deceased human.

(e) This subsection applies only if the human remains are on property owned or leased by a coal company. The remains, either cremated or uncremated, of a deceased human may be removed from a cemetery by a coal company if the coal company obtains a court order authorizing the disinterment, disentombment, or disinurnment. Before issuing a court order under this subsection, a court must conduct a hearing and be satisfied as to the following:

(2) That the coal company has obtained the written consent of an individual authorized to give consent under subsection (b)(3). If the consent of an individual authorized to give consent under subsection (b)(3) is not available, the court may waive the requirement after considering the viewpoint of any issue (as defined in IC 29-1-1-3) of the deceased.

(3) That the department of natural resources, division of historic preservation and archeology, has received at least five (5) days written notice of the time, date, and place of any hearing under this subsection. The notice must describe the proposed place from which the remains will be removed.

(A) be present at the removal and at the reinterment, reentombment, or reinurnment of the remains; and

(B) cause the completed order of the Indiana department of health to be recorded in the office of the county recorder of the county where the removal occurs.

(5) That the coal company has caused a notice of the proposed removal to be published at least five (5) days before the hearing in a newspaper of general circulation in the county where the removal will occur.

(6) That the coal company will notify the department of natural resources, division of historic preservation and archeology, after the hearing of the proposed time and date when the remains will be removed.

is not liable in an action brought by any person because of the removal of a deceased's remains under a written consent described in subsection (b)(3) or (e)(2) unless the licensed funeral director or the cemetery owner had actual notice before or at the time of the removal that a representation made in the consent described in subsection (b)(3) or (e)(2) was untrue.

(g) The Indiana department of health may adopt rules under IC 4-22-2 to implement this section.

As added by P.L.52-1997, SEC.31. Amended by P.L.155-2002, SEC.11; P.L.113-2007, SEC.5; P.L.26-2021, SEC.3; P.L.56-2023, SEC.211.

IC 23-14-57-2Orders authorizing removal of human remains

Sec. 2. (a) When the Indiana department of health issues a written order authorizing the removal of human remains from a cemetery, it shall issue the order in duplicate.

(b) The Indiana department of health shall deliver one (1) copy of the order to the cemetery from which the human remains are removed and the other copy of the order to the cemetery to which the human remains are delivered for reinterment, reentombment, or reinurnment.

(c) Each cemetery to which a copy of an order is delivered under subsection (b) shall retain the copy of the order permanently.

IC 23-14-57-3Removal of human remains for nonpayment; liability of owner

(1) the removal of human remains by a cemetery owner from a plot, building, or structure for which the purchase price is past due and unpaid; and

(2) the reinterment, reentombment, or reinurnment of the remains in some other suitable plot in the cemetery.

(b) For a removal and reinterment, reentombment, or reinurnment (at the discretion of the cemetery owner) referred to in subsection (a), the cemetery owner is not liable in any action unless the owner fails to exercise reasonable care in the removal or reinterment, reentombment, or reinurnment. There is a rebuttable presumption that the owner exercised reasonable care in the removal or reinterment, reentombment, or reinurnment.

IC 23-14-57-4Applicability of chapter

(1) The disinterment, disentombment, or disurnment of remains upon the written order of the coroner of the county in which the cemetery is situated.

(2) The removal of human remains under a plan approved by the division of historic preservation and archeology under IC 14-21-1.

IC 23-14-57-5Removal for autopsy or reinterment

Sec. 5. (a) The remains of a deceased human interred, entombed, or inurned in a plot in a cemetery may be removed from the plot for the purpose of autopsy or reinterment, reentombment, or reinurnment in another cemetery with:

(2) the written consent of an individual authorized to give consent under section 1(b)(3) of this chapter.

(2) identity of a person from whom consent is required under subsection (a)(2) cannot be determined;

the remains of a deceased human can be removed for the purpose of autopsy or reinterment, reentombment, or reinurnment in another cemetery only under a judgment of the circuit or superior court with jurisdiction in the county in which the cemetery is located.

As added by P.L.52-1997, SEC.31. Amended by P.L.113-2007, SEC.6; P.L.132-2011, SEC.1.

IC 23-14-57-6Payment of costs and expenses

Sec. 6. Before any disinterment, disentombment, or disinurnment may take place under this chapter, the reasonable costs and expenses of the disinterment, disentombment, or disinurnment, including attorney's fees, must be paid by the person or persons applying for the disinterment, disentombment, or disinurnment.

IC 23-14-57-7Violation of chapter; Class B misdemeanor

Sec. 7. A person who knowingly violates this chapter commits a Class B misdemeanor.

IC 23-14-57-8Liability of cemetery owner

Sec. 8. The owner of a cemetery is not liable in any action for a removal or reinterment, reentombment, or reinurnment described in this chapter unless the owner fails to exercise reasonable care in the removal or reinterment, reentombment, or reinurnment. There is a rebuttable presumption that the owner exercised reasonable care in the removal or reinterment, reentombment, or reinurnment.

23-14-58-1Authority to abandon certain cemeteries; removal of bodies

23-14-58-2Abandonment of cemetery; removal and interment of bodies in suitable cemetery

IC 23-14-58-1Authority to abandon certain cemeteries; removal of bodies

(3) may have been, for at least twenty (20) years, abandoned as a place of burial of the dead; and

(4) has become, in the judgment of the members or governing body of the church or religious society, impracticable and undesirable to maintain due to the growth of the city or town in which it is located;

the church or religious society may abandon the cemetery and cause the bodies buried within the cemetery to be removed under the conditions set forth in this chapter.

IC 23-14-58-2Abandonment of cemetery; removal and interment of bodies in suitable cemetery

(1) a church or religious society has the ownership or control of a cemetery; and

(2) it is determined, in accordance with the rules, regulations, and usages of the church or religious society, that it is impracticable and undesirable for the church or religious society to maintain the cemetery or burial ground;

the church or religious society may abandon the cemetery and cause the bodies buried in the cemetery to be removed and interred in a suitable cemetery.

IC 23-14-58-3Reinterment

Sec. 3. A church or religious society that takes action under section 1 or 2 of this chapter shall, at its own expense:

(1) provide the place for the reinterment of all bodies in the abandoned cemetery;

(2) cause the reinterment in a cemetery of all the bodies removed from the abandoned cemetery that can practically be reburied; and

(3) preserve and cause to be replaced at the grave of each deceased person reinterred in another cemetery any gravestone or other marker found at the grave from which the body was removed.

IC 23-14-58-4Lawfulness of actions

Sec. 4. Actions taken under this chapter by any person acting under the direction of:

IC 23-14-58.5Chapter 58.5. Disposition of Abandoned Burial Spaces

23-14-58.5-1Termination of ownership rights in an unused and unimproved burial space

23-14-58.5-4Failure to respond to notice; termination of owner's rights; remedies

IC 23-14-58.5-0.1Repealed

IC 23-14-58.5-1Termination of ownership rights in an unused and unimproved burial space

Sec. 1. (a) Subject to this chapter, if a burial space in a cemetery that is subject to IC 23-14-41 or any other Indiana law:

(1) has remained unused for a period of at least fifty (50) years from the date of sale or last recorded designation or transfer; and

(2) has no improvements on the burial space, including the placement of a monument, memorial, or other permanent appurtenance;

the person or entity having jurisdiction over the cemetery may terminate the rights and interests of the owner of the burial space.

(b) After July 1, 2007, a contract for the purchase of a burial space must include notice that the contract is subject to termination as provided in subsection (a).

IC 23-14-58.5-2Notice

(1) desires to terminate the rights and interests of the owner of the burial space; and

(2) determines that the conditions specified in section 1 of this chapter have been met;

the person or entity must send to the owner a notice of the intent to terminate the owner's rights to the burial space.

(b) The notice required under subsection (a) must be sent by certified mail with return receipt requested to the owner's last known address.

IC 23-14-58.5-3Duties of owner; request for purchase

Sec. 3. (a) An owner who has received a termination notice under section 2 of this chapter may inform the person or entity having jurisdiction over the cemetery of the owner's continued intent to use the burial space. If the person or entity having jurisdiction over the cemetery has been informed of the owner's intent, the person or entity having jurisdiction over the cemetery may not terminate the rights and interests of the owner of the burial space.

(b) An owner who has received a termination notice under section 2 of this chapter may request the person or entity having jurisdiction over the cemetery to purchase the burial space for the amount originally paid for the burial space.

IC 23-14-58.5-4Failure to respond to notice; termination of owner's rights; remedies

Sec. 4. (a) If the person or entity having jurisdiction over the cemetery has not received a response from the owner of the burial space within sixty (60) days after sending the notice required in section 2 of this chapter, the person or entity having jurisdiction over the cemetery shall advertise in a newspaper of general circulation in the county of the owner's last known address seeking the owner's current address.

(b) If a new address for the owner of the burial space is obtained after the advertising required in subsection (a), the notice requirement under section 2 of this chapter must be repeated.

(c) If the person or entity having jurisdiction over the cemetery has not received a response regarding the owner of the burial space within sixty (60) days after placing the advertisement required in subsection (a), the owner's rights and interests in the burial space are terminated. After the rights and interests in a burial space are terminated under this chapter, the person or entity having jurisdiction over the cemetery may sell a burial space to a new owner.

(d) If the owner of a burial space contacts the person or entity having jurisdiction over the cemetery after the owner's rights and interests in the burial space are terminated under this chapter, the owner is entitled to select one (1) of the following remedies:

(2) If a person or an entity having jurisdiction over the cemetery has resold the burial space, reimbursement for the amount for which the burial space was resold minus the following:

(A) The costs paid by the person or entity having jurisdiction over the cemetery in providing notice and advertising as required under this chapter.

IC 23-14-58.5-5Penalty

IC 23-14-59-1Immunity from liability

Sec. 1. A cemetery owner or anyone acting on behalf of a cemetery owner is not liable in any action for:

(1) a burial, entombment, or inurnment in the wrong lot, grave, grave space, burial space, crypt, crypt space, or niche;

(2) a disinterment, disentombment, or disinurnment of the wrong deceased remains;

(3) a repositioning of the remains of a deceased that encroach upon an adjacent lot, space, grave, grave space, or burial space;

(4) setting or installing a marker, monument, any type of memorial, or an outer burial container on the wrong lot, space, grave, grave space, or burial space; or

(5) installing any kind of foundation or other type of base for a marker, monument, or any type of memorial on the wrong lot or burial space.

IC 23-14-59-2Duties of owner upon wrongful burial

Sec. 2. When a wrongful burial, entombment, inurnment, disinterment, disentombment, or disinurnment referred to in section 1(1), 1(2), 1(4), or 1(5) of this chapter occurs, the cemetery owner shall:

(1) at the expense of the cemetery owner, correct the wrongful burial, entombment, inurnment, disinterment, disentombment, or disinurnment as soon as practical after becoming aware of the error; and

(A) the spouse, if living, of the deceased person whose remains were wrongfully buried, entombed, inurned, disinterred, disentombed, or disinurned, or whose outer burial container was wrongfully placed;

(B) the parents, if living, of a deceased minor child whose remains were wrongfully buried, entombed, inurned, disinterred, disentombed, or disinurned, or whose outer burial container was wrongfully placed;

(D) the person or persons who authorized the original burial, entombment, inurnment, disinterment, disentombment, or disinurnment;

IC 23-14-59-3Errors caused by improper description

Sec. 3. A cemetery owner or anyone acting on behalf of a cemetery owner is not liable in any action for any error made by placing an improper description, including an incorrect name or date, on:

IC 23-14-60Chapter 60. Legalization of Defectively Formed Cemetery Associations and Corporations

23-14-60-1Defective cemetery associations and corporations; rights and powers

IC 23-14-60-1Defective cemetery associations and corporations; rights and powers

(D) actually managed and controlled the land as a cemetery for at least thirty (30) years; but

(2) the organization that the persons attempted to establish as a corporation or cemetery association is defective and incomplete because of a failure to comply with the formalities required by law in force at some time since the original parties first assumed to act as an association or corporation;

the owners of the right to bury the dead on lots in the cemetery and those who may acquire the right become and continue to be a cemetery association or corporation from March 14, 1913.

(b) The owners of the right to bury the dead on lots in a cemetery referred to in subsection (a) have all the rights and powers of a cemetery association or corporation organized under this article, IC 23-1, or IC 23-17.

As added by P.L.52-1997, SEC.34. Amended by P.L.2-2002, SEC.74; P.L.163-2006, SEC.2.

IC 23-14-61Chapter 61. Conflicts of Interests by Cemetery Employees

23-14-61-1Prohibition against acting as agent or representative; approval to act as agent or representative

23-14-61-2Unlawful discrimination or unfair trade practice prohibited

IC 23-14-61-1Prohibition against acting as agent or representative; approval to act as agent or representative

Sec. 1. (a) This section applies to a sexton, superintendent, manager, director, grounds keeper, caretaker, or other employee of:

(1) a person, firm, association, limited liability company, or corporation that operates or maintains a cemetery for profit; or

(2) a nonprofit cemetery that is supported in whole or in part by the use of public funds.

(b) A sexton, superintendent, manager, director, grounds keeper, caretaker or other employee referred to in subsection (a) shall not:

(1) act as an agent or representative for a manufacturer or dealer of any commodity that is to be used or installed on cemetery property, including monuments or markers; and

unless the representation is approved in writing by the governing board of the cemetery.

(2) prominently displayed in a public place on the cemetery property where it can be easily seen by persons visiting the cemetery property.

IC 23-14-61-2Unlawful discrimination or unfair trade practice prohibited

Sec. 2. A sexton, superintendent, manager, director, grounds keeper, caretaker, or other employee who:

(2) acts as an agent or representative for a manufacturer or dealer of any commodity that is to be used or installed on cemetery property;

is prohibited from engaging in any unlawful discrimination or unfair trade practice in violation of this article or any other related law against a manufacturer or dealer of a commodity used or installed on cemetery property whom the employee does not represent.

IC 23-14-61-3Writs of prohibition

Sec. 3. (a) Upon proper proof of a violation of section 1 or section 2 of this chapter, a court of competent jurisdiction may issue writs of prohibition.

(b) After the issuance of writs of prohibition under subsection (a), a fiscal officer who disburses public money to any:

against whom or which a writ of prohibition is in effect is liable on the fiscal officer's bond.

IC 23-14-62Chapter 62. Conveyance of County Cemeteries to Private Corporations

23-14-62-3Notice of filing of petition; agreement to care and manage cemetery

IC 23-14-62-1Application of chapter

Sec. 1. This chapter applies whenever a majority of the heads of families of a county whose dead are buried in a cemetery owned by the county, either by themselves or with others, organize a corporation for the burial of the dead and the maintenance of a cemetery.

IC 23-14-62-2Petition for conveyance of cemetery

Sec. 2. The persons referred to in section 1 of this chapter may file with the board of commissioners of the county in which the cemetery is located a petition asking for the conveyance of the cemetery to the corporation.

IC 23-14-62-3Notice of filing of petition; agreement to care and manage cemetery

Sec. 3. (a) The persons filing the petition under section 2 of this chapter must give notice of the filing in accordance with IC 5-3-1-2 at least three (3) weeks before the filing by publishing a notice concerning the filing of the petition in a weekly newspaper published in the county in which the cemetery is located.

(b) The persons filing the petition under section 2 of this chapter must also file an agreement, with security to be approved by the board, that the corporation will keep the cemetery in good order and honestly and faithfully manage it.

IC 23-14-62-4Powers of board of commissioners

Sec. 4. The board of commissioners presented with a petition under section 2 of this chapter, if satisfied:

IC 23-14-62-5Powers of cemetery corporation

Sec. 5. After a petition is granted under section 4 of this chapter, the cemetery corporation formed by the petitioners may:

(4) assess all lots for the care, improvement, and beautification of the cemetery; and

(5) exercise all the powers of a corporation organized under any statute for the purpose of maintaining or managing cemeteries.

IC 23-14-63Chapter 63. Conveyance of Township Cemeteries to Private Corporations

IC 23-14-63-1Application of chapter

(2) who own lots in and whose dead relatives are buried in a cemetery owned by the township;

organize, either by themselves or with others, as a corporation for the burial of the dead and the maintenance of a cemetery.

IC 23-14-63-2Petition asking for conveyance; notice

Sec. 2. (a) The persons described in section 1 of this chapter may file with the township trustee a petition asking for the conveyance of the cemetery owned by the township to the corporation.

(b) The persons filing the petition under subsection (a) must give notice of the filing at least three (3) weeks before the filing in accordance with IC 5-3-1-2 by publishing a notice concerning the petition in a newspaper:

(2) if there is no newspaper published in the township, in the newspaper published nearest to the township.

IC 23-14-63-3Requirements of petitioners

(1) state in the petition that the corporation would have at the time of taking over the cemetery an endowment or perpetual care fund of at least one thousand dollars ($1,000);

(2) agree to increase the balance in the fund to an amount sufficient to produce enough interest to keep the cemetery in proper condition; and

IC 23-14-63-4Duties of township trustee

Sec. 4. The township trustee, if satisfied that the petition is signed by a majority of the owners of lots in the cemetery who are residents of the township or of the immediate vicinity of the cemetery, shall convey the cemetery to the corporation formed by the petitioners.

IC 23-14-63-5Powers and duties of corporation

Sec. 5. (a) A corporation to which a cemetery is conveyed under section 4 of this chapter:

(4) may assess all lots for the care, improvement, and beautification of the cemetery;

(5) may receive and hold in trust gifts, donations, and legacies to be devoted to the purposes referred to in subdivisions (1) through (4); and

(6) may exercise all the powers of a corporation organized under any statute for the purpose of owning, managing, and maintaining cemeteries.

(b) All actions that the corporation takes in accordance with statutes concerning cemeteries before the cemetery is conveyed by the township trustee to the corporation are valid and binding on all parties involved in the actions.

IC 23-14-64Chapter 64. Conveyance of Cemetery Association Land to Townships

23-14-64-3Payment and use of cash, securities, or other assets

IC 23-14-64-1Application of chapter

Sec. 1. This chapter applies whenever the board of directors of a cemetery association existing under any Indiana statute before March 9, 1939, determines by a majority vote to convey the real estate belonging to the association to the township in which the association's cemetery is located.

IC 23-14-64-2Public cemetery

Sec. 2. A township trustee may accept a conveyance of real estate described in section 1 of this chapter. After the conveyance, the township trustee shall maintain the cemetery as a public cemetery.

IC 23-14-64-3Payment and use of cash, securities, or other assets

Sec. 3. (a) If a cemetery association that conveys real estate to a township under this chapter has endowment funds, cash, securities, or other assets, the funds, cash, securities, or other assets shall be paid over to the township trustee when the real estate owned by the association is conveyed to the township.

(b) A township trustee who receives cash, securities, endowment funds, or other assets under subsection (a) may use them only:

IC 23-14-64-4Payment of administration expenses

Sec. 4. All expenses incurred by the trustee in administering this chapter shall be paid out of the township fund of the township.

23-14-65-9Transfer of control and management to public works or public works and safety board

23-14-65-10Transfer of control and management to board of trustees

23-14-65-11Transfer of control and management to board of cemetery regents; board members

23-14-65-12Board of cemetery regents; members; vacancy; quorum; removal

23-14-65-12.5Transfer of control and management to cemetery caretaker

23-14-65-13Notice of proposed transfer of management and control; hearing

23-14-65-13.5Notice of proposed transfer of management; hearing

23-14-65-16Execution of deed; requirements for deferred payment sales

23-14-65-17Employment of agents and employees; collection and receipt of money

23-14-65-22Delivery of money to controller or clerk-treasurer; payment of expenses

23-14-65-23Acceptance and receipt of real and personal property

23-14-65-24Placement of bonds or other securities in safety deposit box

23-14-65-25Improvement and development of cemetery; adoption of resolution

23-14-65-26Payment of preliminary expenses for preparation of grant application; powers of cemetery board in improvement and development of cemetery

IC 23-14-65-1"Cemetery board" defined

(1) the board to which the power to govern cemeteries is transferred under this chapter; or

(2) if the power to govern cemeteries is not transferred under this chapter, the legislative body of a municipality.

IC 23-14-65-2"Executive" defined

IC 23-14-65-3"Legislative body" defined

IC 23-14-65-4"Municipality" defined

IC 23-14-65-5Application of chapter

IC 23-14-65-6Powers and duties of legislative body

Sec. 6. (a) The legislative body of a municipality has control and management of a cemetery that is:

(b) The powers and duties of the legislative body under this section include the following:

(1) The collection, preservation, and payment of all money, funds, securities, obligations, and property of any kind related to cemetery purposes.

(4) The authorization of the removal of buried bodies or whole cemeteries to some other place.

(c) The powers of the legislative body of a municipality under this section remain in effect by ordinance or resolution despite the repeal of Acts 1927, c. 7.

(d) The legislative body must review the status of the control and management of a cemetery for which it is responsible under subsection (a) at least once every ten (10) years.

IC 23-14-65-7Permanent maintenance fund

Sec. 7. (a) Part of the proceeds derived from the sale of lots within a cemetery to which this chapter applies may be set aside as a permanent maintenance fund.

(b) Not more than fifty percent (50%) of the proceeds from the sale of lots may be set aside as a permanent maintenance fund under this section.

(c) The income from a permanent maintenance fund established under this section shall remain in the fund, except as provided in subsection (d).

(d) If the revenue from the sale of lots and other income from a cemetery to which this chapter applies becomes insufficient to meet the expense of maintaining the cemetery, income derived from the fund and its accretions may be used in whole or in part as the needs of the cemetery require, after appropriation by the legislative body according to statute.

IC 23-14-65-8Gifts, donations, bequests, or devises

Sec. 8. (a) The legislative body of a municipality may by ordinance or resolution accept gifts, donations, bequests, or devises of money or real or personal property for the use of the:

(c) If a gift, donation, bequest, or devise of money or real or personal property is given or made for the use of a particular lot or plot of ground, the income from the gift, donation, bequest, or devise may be used only for the upkeep and maintenance of that particular lot or plot of ground.

IC 23-14-65-9Transfer of control and management to public works or public works and safety board

Sec. 9. A city may, by ordinance, transfer the control and management of a cemetery to which this chapter applies to the:

IC 23-14-65-10Transfer of control and management to board of trustees

Sec. 10. (a) A city or a town may, by ordinance, transfer the control and management of a cemetery to which this chapter applies to a board of trustees.

(b) The ordinance transferring the control and management of a cemetery under subsection (a) must prescribe:

(c) Members of a board of trustees established under subsection (a) shall be appointed from the lot owners of the cemetery who are residents of the county in which the cemetery is located.

IC 23-14-65-11Transfer of control and management to board of cemetery regents; board members

Sec. 11. (a) A city or town may, by ordinance, transfer the control and management of a cemetery to which this chapter applies to a board composed of four (4) residents of the municipality. Not more than two (2) of the residents appointed may be members of the same political party.

(b) Each board member appointed to the board established under subsection (a) must:

(c) The executive of the municipality shall appoint the members of the board established under subsection (a) to initial terms as follows:

(d) Each member appointed under this section serves until the member's successor is appointed and qualified. After the initial term referred to in subsection (c), the member, if reappointed, or the member's successor serves for a term of four (4) years.

IC 23-14-65-12Board of cemetery regents; members; vacancy; quorum; removal

Sec. 12. (a) A board appointed under section 11 of this chapter is known as "The Board of Cemetery Regents of the City (Town) of ____________, Indiana".

who shall be elected by the board members at the first meeting of the board and in each subsequent year.

(c) A vacancy on a board of cemetery regents shall be filled by appointment by the executive of the city or town. The person appointed serves until the expiration of the term of the member whom the appointee is appointed to replace.

(1) must take and subscribe to the usual oath of office before beginning the duties of office; and

(2) shall be issued a certificate of appointment, upon which the member's oath of office must be endorsed.

(e) A new member of a board of cemetery regents shall file the certificate of appointment with the clerk or clerk-treasurer of the municipality within thirty (30) days after the beginning of the new member's term. If an individual who is appointed to a board of cemetery regents violates this subsection, the individual is considered to have declined the appointment and, the office to which the individual was appointed is vacant.

(f) A majority of the members of a board of cemetery regents constitutes a quorum. An action of the board is binding only if:

(1) it is authorized by a vote taken at a regular or special meeting of the board; and

(g) If there is a tie vote or equal division among the members of the board upon any motion, resolution, or action, the executive of the municipality is entitled to vote on the matter under consideration.

(h) The executive of a municipality may, at any time, remove a member of the board from office upon filing the reasons for the removal in writing with the clerk or clerk-treasurer of the municipality.

(i) The legislative body of the municipality may authorize compensation for actual expenses incurred by members of the cemetery board in performance of their official duties, including any additional compensation that the legislative body determines.

IC 23-14-65-12.5Transfer of control and management to cemetery caretaker

Sec. 12.5. A municipality may, by ordinance, transfer the control and management of a cemetery to which this chapter applies to a cemetery caretaker.

IC 23-14-65-13Notice of proposed transfer of management and control; hearing

Sec. 13. (a) Before adopting an ordinance transferring its powers and duties over a cemetery under section 9, 10, or 11 of this chapter, the legislative body of a municipality must first give notice of its intention by notice published once each week for two (2) weeks in accordance with IC 5-3-1. The notice must announce a hearing at which the legislative body will hear any objections by any taxpayer or owner of a lot in the cemeteries.

(1) be set for a date at least two (2) weeks after the first publication of the notice;

(3) provide all taxpayers or owners of lots in the cemeteries an opportunity to be heard.

(c) The legislative body shall give careful consideration to the views of the lot owners and taxpayers as expressed at the hearing referred to in subsection (a). Not less than five (5) days after the hearing, the legislative body shall adopt or defeat the ordinance under which its powers and duties over a cemetery would be transferred.

(d) If the ordinance referred to in subsection (c) is adopted, all papers and documents appropriate for the transfer of the management and control of the property or properties must be executed in behalf of the municipality by:

IC 23-14-65-13.5Notice of proposed transfer of management; hearing

Sec. 13.5. (a) This section applies to a municipality transferring the control and management of a cemetery under section 12.5 of this chapter.

(b) The executive of a municipality may nominate a person to serve as cemetery caretaker in a proposed ordinance. After a nomination is made, the legislative body of the municipality shall schedule a hearing at which the legislative body will hear any objections to the proposed ordinance. The legislative body shall publish notice of the hearing once each week for two (2) weeks in accordance with IC 5-3-1.

(B) not later than sixty (60) days after the executive provides the legislative body with notice of the executive's nomination;

(3) provide all taxpayers or owners of lots in the cemetery an opportunity to be heard.

(d) Not later than thirty (30) days after the hearing, the legislative body shall conduct a vote to adopt or defeat the proposed ordinance. For purposes of this subsection, a majority of the legislative body must vote to adopt the proposed ordinance for the ordinance to be adopted.

(e) If a proposed ordinance is adopted under this section, all papers and documents appropriate for the transfer of the control and management of the cemetery must be executed by the executive of the municipality.

IC 23-14-65-13.7Cemetery caretaker vacancy

Sec. 13.7. (a) If a cemetery caretaker is appointed under section 13.5 of this chapter and the position becomes vacant, the executive of the municipality shall nominate a new cemetery caretaker not later than ninety (90) days after the position becomes vacant.

(b) If the executive of a municipality fails to nominate a new cemetery caretaker in the time period specified in subsection (a), the legislative body of the municipality may nominate and vote on a new cemetery caretaker using the procedure set forth in section 13.5 of this chapter.

Sec. 14. Each officer and employee whose duty includes handling any funds in carrying out this chapter shall, in the manner prescribed by IC 5-4-1, execute an official bond before beginning the duties of office or employment.

IC 23-14-65-15Powers of cemetery board

(1) make all necessary rules and regulations for the management of the cemetery or cemeteries over which it has control and management;

(2) sell lots or parts of lots at prices that the board considers reasonable; and

(B) partly in cash and the balance in deferred payments spread over a time the board considers reasonable.

IC 23-14-65-16Execution of deed; requirements for deferred payment sales

Sec. 16. (a) In the case of cash sales of lots under section 15 of this chapter, a deed to the property sold shall be executed on behalf of the municipality by the cemetery board to the purchaser.

(b) The following requirements apply to sales of lots under section 15 of this chapter that are made on a deferred payment basis:

(1) The transaction shall be evidenced by a written contract of sale executed by and between the board and the purchaser.

(2) Title to the lot shall be reserved in the municipality until the purchase price is paid in full.

(3) If the purchaser dies before payment in full has been completed, but after at least fifty percent (50%) of the purchase price has been paid, the balance of the purchase price shall be canceled and a deed for the property shall be executed by the cemetery board on behalf of the municipality to the heirs of the purchaser.

IC 23-14-65-17Employment of agents and employees; collection and receipt of money

(1) may employ agents for the sale of cemetery lots or part of lots and pay the agents compensation for services that the board considers reasonable;

(2) may employ all necessary superintendents, attorneys, engineers, and other employees and discharge them at the board's pleasure;

(4) shall use and disburse the money received for the preservation, care, and improvement of the cemetery or cemeteries over which it has control and management.

IC 23-14-65-18Purchase of property

Sec. 18. (a) A cemetery board may purchase on behalf of the municipality any other property for cemetery purposes that is located within five (5) miles from the corporate limits of the municipality.

a cemetery that is under the control of the board for additions to the cemetery. The property must be used, held, and managed in the same manner as the adjoining or nearby cemetery or cemeteries, but is subject to the approval of the executive and legislative body of the municipality.

IC 23-14-65-19Financial report; budget; expenditure of money

Sec. 19. (a) During January of each year, a cemetery board shall make a report to the legislative body of the municipality. The report must:

(2) include a statement showing the receipts and expenditures of the cemetery board for the year.

(b) A cemetery board shall annually prepare a budget for the cemetery or cemeteries under its control in the same manner as other offices and departments of the municipality prepare budgets. The budget of the cemetery board is subject to review under the budget statutes applying to municipalities.

(c) A cemetery board may not expend funds without prior appropriation by the legislative body of the municipality. If the revenues of the cemetery board are not sufficient to meet the:

the deficiency in the revenues may be resolved through an appropriation from the general fund of the municipality.

IC 23-14-65-20Awarding of contracts

Sec. 20. A cemetery board shall award contracts in accordance with IC 5-16-1 and IC 5-17-1.

IC 23-14-65-21Eminent domain

(2) also outside the municipality, within a distance of five (5) miles from the corporate limits of the municipality;

(b) A cemetery board may pay damages to landowners for the lands and property taken or injuriously affected, proceeding in accordance with the statutes applying to municipalities when exercising the power of eminent domain.

(c) A cemetery board may bring suit in the name of the cemetery board in eminent domain proceedings and in other matters whenever the action is necessary to protect the interests of the cemetery board in its conduct and discharge of its duties or obligations, rights, and privileges. A suit may be brought against the cemetery board in its own name.

IC 23-14-65-22Delivery of money to controller or clerk-treasurer; payment of expenses

Sec. 22. (a) A cemetery board shall daily deliver all money, funds, and revenues it receives to the controller or clerk-treasurer of the municipality, who shall give the board a receipt. The amounts delivered by the cemetery board shall be credited to the account of the cemetery board and deposited in accordance with IC 5-13-6.

(b) All expenses incurred by the cemetery board shall be paid by claims allowed and signed by a majority of the cemetery board. The claims shall be delivered to the controller or clerk-treasurer of the municipality, and warrants in payment of the claims shall be drawn on the municipal treasury.

IC 23-14-65-23Acceptance and receipt of real and personal property

Sec. 23. (a) A cemetery board may accept and receive real and personal property:

for use concerning the operation, maintenance, and preservation of cemeteries or a part of a cemetery.

(2) the money is not required currently to carry out the purpose or trusts upon which the money was received;

the cemetery board shall invest the money in accordance with IC 5-13-9. For investment purposes under this subsection, the cemetery board shall give preference to the purchase of bonds or securities issued and negotiated by the municipality.

(d) A cemetery board shall use the income from securities purchased under subsection (c) to carry out the trusts upon which the gift was made.

IC 23-14-65-24Placement of bonds or other securities in safety deposit box

Sec. 24. To protect bonds or other securities held by a cemetery board, the cemetery board shall place them in a safety deposit box in the vault of a reliable financial institution located in the municipality. One (1) key to the box shall be retained by each of the following:

IC 23-14-65-25Improvement and development of cemetery; adoption of resolution

(3) be a suitable project and eligible for financing as a self-liquidating project by:

the cemetery board that has or would have control and management of the cemetery may adopt a resolution expressing the determination of the board to proceed with the improvement and development of the cemetery.

(b) After adopting a resolution under subsection (a), the cemetery board may do anything necessary to secure the funds that are necessary to make the improvements and provide for the developments.

IC 23-14-65-26Payment of preliminary expenses for preparation of grant application; powers of cemetery board in improvement and development of cemetery

Sec. 26. (a) In seeking funds for the improvement and development of a cemetery, a cemetery board may pay all preliminary expenses that the cemetery board incurs in preparing and presenting an application to a federal agency or other agency having authority to grant aid to self-liquidating projects. The expenses may be paid out of funds at the disposal of the cemetery board.

(b) Upon the adoption of its resolution of determination under section 25 of this chapter, the cemetery board shall follow the procedure established by statute for the establishment of a sewage disposal plant by the municipality.

(c) In the improvement and development of a cemetery, a cemetery board has the same powers as the board of public works or board of public works and safety of a city, including the power to do the following:

(3) Fix the rates and charges of the cemetery board at a level sufficient to pay the obligations and mortgage of the cemetery board.

(4) Otherwise obligate the property under the control of the cemetery board to secure the payment of the obligations of the cemetery board as they mature, including interest.

IC 23-14-65-27Management and control of cemetery

Sec. 27. A cemetery board has exclusive management and control of a cemetery or cemeteries transferred to or acquired by the cemetery board, including:

(1) all of the property, whether real, personal, or mixed, acquired by the cemetery board for cemetery purposes; and

IC 23-14-65-28Rules; enforcement

(1) Make reasonable rules and regulations for the management, control, direction, care, and maintenance of the property under the control of the cemetery board.

(2) Make and enforce reasonable regulations respecting the placement and erection of markers, monuments, tombstones, and mausoleums that any person desires to place or erect in the cemetery.

(3) Seize and impound animals running at large in the cemetery and establish a suitable place for impounding them, assessing the reasonable costs to the owner.

(4) Vacate streets, alleys, roads, or highways, or parts of them, lying within lands under the control of the cemetery board in the same manner as is prescribed under the powers of street improvement authority of the municipality.

(5) Provide proper facilities for furnishing electric lighting, water, and sewer facilities in the cemetery, ordering a public utility to construct and install equipment that is necessary for these purposes.

(b) For the purposes of making rules and regulations for the management and control of property under subsection (a)(1), a cemetery board may request from the police authority of the municipality the manpower necessary to carry out and enforce the rules and regulations of the cemetery board. The police authority shall comply with the request to the extent that it is able to comply at the time the request is made, considering all other obligations and duties of the police authority. If the cemetery board and the police authority disagree over these matters, the controversy shall be settled by an order of the executive of the municipality.

IC 23-14-66Chapter 66. Care of Cemeteries by Third Class Cities and Towns

23-14-66-1Petitions for additional care and maintenance for cemetery

23-14-66-2Taxation for costs of additional care and maintenance

IC 23-14-66-1Petitions for additional care and maintenance for cemetery

(1) a petition is presented to the legislative body of a third class city or town at a regular meeting of the legislative body;

(2) the petition is signed by at least ten percent (10%) of the freeholders and taxpayers of the city or town; and

(A) a cemetery lies within one-half (1/2) mile of the corporate limits of the city or town;

(C) at least twenty-five percent (25%) of the burial lots in the cemetery are owned, maintained, and cared for, in whole or in part, by freeholders in the city or town; and

(D) it would be in the best interests of the city or town for the city or town to provide additional care and maintenance for the cemetery;

IC 23-14-66-2Taxation for costs of additional care and maintenance

Sec. 2. (a) If the legislative body is satisfied with the accuracy of the petition, it shall:

(2) subject to subsection (b), levy and collect an annual tax, as other taxes are levied and collected, in an amount that it considers reasonable, to provide additional care and maintenance for the cemetery.

(b) Taxes collected by a city or town for the care and maintenance of a cemetery lying entirely outside of the corporate limits of the city or town may not exceed three cents ($0.03) on each one hundred dollars ($100) of assessed valuation of property in the city or town.

23-14-67-1Application of chapter; determination of Civil War burial grounds

23-14-67-3.5Annual reports filed with Indiana historical bureau

23-14-67-5Transfer of control and management to a cemetery caretaker

IC 23-14-67-1Application of chapter; determination of Civil War burial grounds

(3) may be the burial grounds for an Indiana pioneer leader or veteran of an American war, including the Revolutionary War; and

(b) A county cemetery commission shall determine if a cemetery is a burial ground for a veteran of the Civil War under subsection (a)(4)(B) based on evidence presented to the county cemetery commission from any of the following:

(5) The division of historic preservation and archeology of the department of natural resources.

As added by P.L.52-1997, SEC.41. Amended by P.L.11-2012, SEC.1; P.L.42-2018, SEC.27; P.L.102-2020, SEC.1.

IC 23-14-67-2County cemetery commission

Sec. 2. (a) The board of commissioners of a county may appoint a county cemetery commission consisting of five (5) residents of the county.

(b) The members of a county cemetery commission shall be appointed for a term of five (5) years. The board of county commissioners shall stagger the terms of the members to permit the appointment or a reappointment of one (1) commission member per year.

IC 23-14-67-3Annual tax for restoration and maintenance

Sec. 3. A county cemetery commission may request the levy of an annual tax for the purpose of restoring and maintaining one (1) or more cemeteries described in section 1 of this chapter that are located in the county. The tax may not exceed fifty cents ($0.50) on each one hundred dollars ($100) of assessed valuation of property in the county.

IC 23-14-67-3.5Annual reports filed with Indiana historical bureau

Sec. 3.5. (a) Before March 1 of each year, a county cemetery commission shall file an annual report with the Indiana historical bureau established by IC 4-23-7.2-2.

(b) An annual report filed under this section must include information on the following:

(1) The budget of the county cemetery commission for the preceding calendar year.

(2) Expenditures made by the county cemetery commission during the preceding calendar year.

(3) Activities of the county cemetery commission during the preceding calendar year.

(4) Plans of the county cemetery commission for the calendar year during which the report is filed.

(c) The Indiana historical bureau shall make reports filed under this section available for public inspection under IC 5-14-3.

IC 23-14-67-4Annual budget and annual report

IC 23-14-67-5Transfer of control and management to a cemetery caretaker

Sec. 5. (a) The board of commissioners of a county may appoint a cemetery caretaker to control and manage a cemetery to which this chapter applies. For purposes of this subsection, a majority of the board of commissioners must vote to appoint the cemetery caretaker.

(b) If a cemetery caretaker is appointed under this section and the position becomes vacant, the board of commissioners shall appoint a new cemetery caretaker not later than ninety (90) days after the position becomes vacant.

(c) A cemetery caretaker appointed under this section has the same powers and duties of a county cemetery commission under this chapter.

23-14-68-2Township trustee locating and maintaining cemeteries

23-14-68-4Appropriations for maintenance and for financial assistance; cemetery tax

23-14-68-4.5Trustee financial assistance to cemetery with insufficient funds

23-14-68-7Transfer of control and management to cemetery caretaker

IC 23-14-68-1Application of chapter

Sec. 1. (a) Except as provided in subsections (b) and (d), this chapter applies to each cemetery that:

(3) is operated by a nonprofit organization or is not managed by any viable organization.

(b) Section 4.5 of this chapter applies to a cemetery that is operated by a nonprofit organization.

(c) Except for a cemetery for which a township assumes responsibility under subsection (d), this chapter does not apply to a cemetery located on land on which property taxes are assessed and paid under IC 6-1.1-4.

(d) A township may assume responsibility for the maintenance of a cemetery under IC 23-14-78.

As added by P.L.52-1997, SEC.42. Amended by P.L.14-2018, SEC.8; P.L.102-2020, SEC.2.

IC 23-14-68-2Township trustee locating and maintaining cemeteries

Sec. 2. The trustee of each township shall locate and maintain all the cemeteries described in section 1(a) of this chapter that are within the township. However, a cemetery association claiming assistance under this chapter shall furnish a verified statement of assets and liabilities to the township trustee.

IC 23-14-68-3Maintenance of cemeteries

Sec. 3. For the purposes of this chapter, the maintenance of a cemetery includes the following:

(4) Destroying and cleaning up detrimental plants (as defined in IC 15-16-8-1), rampant weeds, and rank vegetation.

As added by P.L.52-1997, SEC.42. Amended by P.L.2-2008, SEC.48; P.L.14-2018, SEC.9; P.L.162-2021, SEC.8.

IC 23-14-68-4Appropriations for maintenance and for financial assistance; cemetery tax

(1) shall appropriate enough money to provide for the care, repair, and maintenance of each cemetery described in section 1(a) of this chapter that is located within the township; and

(2) may appropriate enough money to provide for maintenance of a cemetery described in section 1(b) of this chapter to which the trustee of the township provides assistance under section 4.5 of this chapter.

Funds shall be appropriated under this subsection in the same manner as other township appropriations.

(b) The township may levy a township cemetery tax to create a fund for maintenance of cemeteries under this chapter. If a fund has not been provided for maintenance of cemeteries under this chapter, part of the township fund may be used.

IC 23-14-68-4.5Trustee financial assistance to cemetery with insufficient funds

(1) the funds available to a cemetery that is located in the township and described in section 1(b) of this chapter from:

(A) the perpetual care fund maintained by the owner of the cemetery under IC 23-14-48; and

(2) providing financial assistance to the cemetery described in subdivision (1) will help to prevent the full responsibility for maintenance of the cemetery from falling on the township under:

the trustee may provide financial assistance to the cemetery for the maintenance of the cemetery.

(b) Financial assistance provided by a trustee to a cemetery under this section may be provided from:

(1) the fund for maintenance of cemeteries created under section 4(b) of this chapter; or

IC 23-14-68-5Trustee's failure to perform duties

Sec. 5. A township trustee who fails to perform the trustee's duties under this chapter commits a Class C infraction.

IC 23-14-68-6Trustee's sale of cemetery plots

Sec. 6. (a) A township trustee who is maintaining a cemetery under section 2 of this chapter may sell plots (as defined in IC 23-14-33-25) within the cemetery that are not known to be owned by any plot owner (as defined in IC 23-14-33-26) for use in the interment, entombment, or inurnment of human remains.

(1) deposited in the fund for maintenance of cemeteries, if the township has established such a fund under section 4(b) of this chapter; or

(2) deposited in the township fund of the township, if the township has not established a fund for maintenance of cemeteries.

IC 23-14-68-7Transfer of control and management to cemetery caretaker

Sec. 7. (a) A township trustee may appoint a cemetery caretaker to control and manage a cemetery to which this chapter applies.

(b) If a cemetery caretaker is appointed under this section and the position becomes vacant, the township trustee shall appoint a new cemetery caretaker not later than ninety (90) days after the position becomes vacant.

(c) A cemetery caretaker appointed under this section has the same powers and duties of a township trustee under this chapter.

IC 23-14-69Chapter 69. Establishment of Public Cemeteries by Townships

IC 23-14-69-1Application of chapter

IC 23-14-69-2Nonapplicability of chapter

(1) A cemetery that is owned or controlled by a city, a town, or a voluntary association.

IC 23-14-69-3Care and maintenance

Sec. 3. A township trustee shall care for and maintain each cemetery to which this chapter applies that is located in the township. The duties of a township trustee under this chapter include the following:

(1) Destroying detrimental plants (as defined in IC 15-16-8-1), rampant weeds, and rank vegetation.

As added by P.L.52-1997, SEC.43. Amended by P.L.2-2008, SEC.49; P.L.162-2021, SEC.9.

IC 23-14-69-4Donated land

Sec. 4. (a) The township trustee may accept donations of land suitable for a public cemetery if the township trustee considers acceptance of the land to be in the best interests of the township.

IC 23-14-69-5Purchase of land

the township executive may purchase land for the purpose of establishing a public cemetery.

(b) When land is purchased and conveyed to the township under subsection (a), the land must be set apart, kept in repair, and used as provided in section 6 of this chapter.

IC 23-14-69-6Use of cemetery

Sec. 6. A public cemetery of a township may be used by the inhabitants of the township for the interment of the dead. The township trustee may prescribe regulations governing the use of the cemetery.

IC 23-14-69-7Duties of township trustee

Sec. 7. (a) When a township acquires title to land by donation, purchase, or otherwise for a public cemetery, the trustee of the township shall:

(b) For recording a plat under subsection (a), the recorder shall collect the same fees as are allowed for similar recordings.

who are residents of Indiana to appraise and fix the value of all the lots on the plat, except the part assigned to the potter's field under subsection (c). The appraisal shall be filed with and preserved by the township trustee.

IC 23-14-69-8Private sale of lots

Sec. 8. (a) The township trustee may sell and convey the lots in a cemetery to which this chapter applies at a private sale to persons who desire to purchase them. The trustee shall not sell a lot under this subsection at less than the value fixed for the lot under section 7 of this chapter.

(b) The proceeds of the sale of lots in a cemetery under subsection (a) shall be used to pay the expenses that the township trustee may incur under this chapter for the cemetery. Any surplus shall be held as a fund for use in keeping the cemetery in repair.

(1) the money received by the township trustee for the purpose of keeping the cemetery in repair; and

(2) the sums that the township trustee has paid out, and for which the trustee has taken vouchers.

IC 23-14-69-9Payment of expenses

Sec. 9. All expenses incurred by the township trustee for administering this chapter shall be paid out of the township fund of the township.

23-14-70-6Effect of chapter on certain bequests, legacies, or endowments; payment or return of money deposited

IC 23-14-70-1Power to receive deposit of money; use of interest

Sec. 1. (a) The board of commissioners of a county may receive from or on behalf of a:

that has been dissolved or is to be dissolved a deposit of money to be held in trust under terms that are designated in writing.

(b) Funds may be provided under section 1 of this chapter to the board of commissioners of:

(1) the county in which the cemetery of the cemetery corporation, church, association, or organization is located; or

(2) the county adjoining and nearest to the county described in subdivision (1).

(3) lots, monuments, mausoleums, vaults, or other burial structures in any cemetery.

(d) A board of commissioners may not expend more for the purpose set forth in subsection (c) than the interest earned from the loan or investment of the funds.

IC 23-14-70-2Investment of money

Sec. 2. All money received by a board of commissioners under section 1 of this chapter may be invested in compliance with IC 20-42-1-14.

IC 23-14-70-3Distribution of accrued interest

Sec. 3. The county auditor shall distribute the interest accrued on any cemetery fund or funds received under section 1 of this chapter on the last Monday of January of each year to the following person or persons:

(1) The trustee of the township in which an abandoned or unincorporated cemetery is located.

(2) The trustee of the township lying on the east or south of the cemetery if the cemetery is located on a county boundary or a township boundary.

IC 23-14-70-4Receipts and vouchers

Sec. 4. (a) A township trustee or treasurer of the board of directors of an incorporated cemetery who receives a distribution under section 3 of this chapter shall make a receipt or voucher for any money paid out.

(2) presented to the board of commissioners for examination and approval at the January meeting of the board of commissioners.

IC 23-14-70-5Liability of auditor or county

Sec. 5. (a) The auditor is liable on the auditor's bond for any neglect or failure of duty with respect to funds received under section 1 of this chapter in the same manner as with respect to the school fund.

(b) The county is also liable for the preservation of the principal and the payment of the interest on the funds received under section 1 of this chapter to the same extent that it is liable with respect to the principal and interest of the school fund.

IC 23-14-70-6Effect of chapter on certain bequests, legacies, or endowments; payment or return of money deposited

Sec. 6. (a) This chapter does not affect a bequest, legacy, or endowment that is under or comes under the control of:

(b) This chapter does not affect a bequest, legacy, or endowment received under this chapter.

the board of county commissioners may, on its own initiative or upon request of the proper officers of the cemetery, pay over or return to the treasurer of the cemetery any money deposited with the county under this chapter.

(d) Money paid over or returned under subsection (c) shall be held and managed by the cemetery corporation, church, association, or organization in compliance with the terms of the bequest, legacy, or endowment, and in compliance with applicable statutes.

23-14-71-3Platting and acquisition of adjacent land for burial purposes

IC 23-14-71-1"Association" defined

Sec. 1. As used in this chapter, "association" refers to the Union Chapel Cemetery Association.

IC 23-14-71-2Holding of title to real estate

Sec. 2. The Union Chapel Cemetery Association holds title to the real estate of the Union Chapel Cemetery in Washington Township, Marion County, Indiana, for the uses and purposes of a public cemetery.

IC 23-14-71-3Platting and acquisition of adjacent land for burial purposes

Sec. 3. The association may lay out and plat into lots all portions of the cemetery not platted and used and occupied for burial purposes on March 6, 1899, and may purchase, take, receive, and hold other real estate adjacent to the cemetery for burial purposes.

IC 23-14-71-4Powers of trustees of association

(2) may care for, supervise, and beautify the cemetery in the same manner and with the same powers provided by law for public cemeteries.

23-14-72-5Collection of fixed amount for upkeep and maintenance

IC 23-14-72-1Application of chapter

(1) in which the interment of dead bodies has been forbidden before May 31, 1917, by ordinance passed by a city in Indiana; or

(2) that has been condemned for use for the interment of dead bodies by the action of:

IC 23-14-72-2Extension of incorporated cemetery boundaries

(1) the grounds of a cemetery that is platted but not incorporated adjoin or are contiguous to the grounds of a cemetery that is incorporated under Indiana law; and

(A) seeks the incorporation of the grounds of the unincorporated cemetery into the incorporated cemetery; and

(B) is signed by a majority of the owners of lots in the unincorporated cemetery;

is filed with the board of trustees or board of directors of the association of the incorporated cemetery;

the association may extend the boundaries of the incorporated cemetery to include the grounds of the unincorporated cemetery.

IC 23-14-72-3Levying assessments

Sec. 3. After the grounds of an unincorporated cemetery are brought into an incorporated cemetery under section 2 of this chapter, the association of the incorporated cemetery may periodically levy an assessment against each lot that was brought into the incorporated cemetery to provide a fund with which to maintain and provide for the upkeep of the lots.

IC 23-14-72-4Sale of lot for failure to pay assessments

(1) the owner of a lot fails to pay an assessment imposed under section 3 of this chapter within the time allowed by the bylaws of the association of the incorporated cemetery; and

the incorporated cemetery may sell the lot to satisfy the unpaid assessment after following the procedure set forth in subsection (c).

(B) if the address of the owner is unknown, notice by publication once each week for a period of two (2) weeks in a newspaper of general circulation that is printed and published in the county in which the cemetery is located;

stating that the lot may be sold unless the assessment is paid within thirty (30) days after the date of the writing delivered under clause (A) or the second publication under clause (B); and

(2) the assessment is not paid within the period referred to in subdivision (1).

IC 23-14-72-5Collection of fixed amount for upkeep and maintenance

Sec. 5. (a) An incorporated cemetery that extends its boundaries to include the grounds of an unincorporated cemetery under section 2 of this chapter, instead of levying a periodic assessment against the owner of a lot under section 3 of this chapter, may collect a fixed amount from the owner in full satisfaction of all future assessments against the lot for the upkeep and maintenance.

(b) A cemetery association that receives money from the owners of lots under subsection (a) shall:

(1) hold and invest the money as a fund for the upkeep and maintenance of the lots; and

(2) expend only the income earned from the investment of the money under subdivision (1) in the care of the lots.

(c) After a cemetery association receives money from the owners of lots under subsection (a), the association shall keep and care for the lots.

IC 23-14-73-1"Member of the armed forces"

Sec. 1. As used in this chapter, "member of the armed forces" means an individual who served on active duty in the:

IC 23-14-73-2Standards for markers

Sec. 2. A board of trustees or other governing body or custodian that controls a cemetery shall not refuse to allow the setting up of markers for the graves of deceased members of the armed forces in its grounds if the markers conform to the standard markers furnished by the United States government for marking the graves of deceased members of the armed forces.

IC 23-14-73-3Violation of chapter; Class C infraction

Sec. 3. A person who violates section 2 of this chapter commits a Class C infraction.

IC 23-14-74-1Destruction of detrimental plants and noxious weeds

Sec. 1. A corporation, organization, association, or individual that owns and has the control and management of a public cemetery located in a township shall keep the public cemetery in a respectable condition by destroying detrimental plants (as defined in IC 15-16-8-1), noxious weeds, and rank vegetation.

IC 23-14-74-2Violation of chapter; Class C infraction

Sec. 2. A person who violates section 1 of this chapter commits a Class C infraction. Each year during which a cemetery is neglected in violation of this chapter constitutes a separate offense.

IC 23-14-75Chapter 75. Eminent Domain Acquisition of Cemetery Land

IC 23-14-75-1Application of chapter

(1) owns a cemetery that has been in existence for at least thirty (30) years; or

IC 23-14-75-2Power of eminent domain

Sec. 2. If land has not been appropriated or set apart by the owners by platting for a public cemetery and it is necessary to purchase real estate for the cemetery:

has the power of eminent domain to condemn and appropriate the land for cemetery purposes under proceedings provided by statute.

IC 23-14-76Chapter 76. Application of Corporations Laws to Cemetery Associations

23-14-76-3Application of business corporation and nonprofit corporation law

23-14-76-4Voluntary election of application of business corporation and nonprofit corporation law

IC 23-14-76-1Application of chapter

Sec. 1. This chapter does not apply to a cemetery owned by a county or a township. However, if a cemetery owned by a county or township is sold to a private entity, the purchaser is subject to this chapter.

IC 23-14-76-2"Cemetery association" defined

Sec. 2. (a) As used in this chapter, "cemetery association" means any cemetery association, cemetery corporation, or cemetery organization that:

(b) The term does not include a cemetery that is owned or operated by a recognized church, religious society, or denomination.

IC 23-14-76-3Application of business corporation and nonprofit corporation law

Sec. 3. Except as provided in section 4 of this chapter, after December 31, 1997:

(1) IC 23-1 applies to a cemetery association that has issued shares of stock; and

(2) IC 23-17 applies to a cemetery association that has not issued shares of stock.

IC 23-14-76-4Voluntary election of application of business corporation and nonprofit corporation law

Sec. 4. (a) Before January 1, 1998, a cemetery association may elect to have the provisions of IC 23-1 or IC 23-17 apply permanently to the cemetery association, irrespective of whether the cemetery association has issued shares of stock.

(b) A cemetery association electing to have IC 23-1 apply to the cemetery association may:

(2) if the cemetery association is a corporation, comply with the following procedures:

(A) The board of directors or trustees must adopt a resolution electing to have the provisions of IC 23-1 apply to the cemetery association.

(B) The resolution must specify a date (before January 1, 1998) after which the provisions of IC 23-1 will apply to the cemetery association.

(2) if the cemetery association is a corporation, accept the provisions of IC 23-17 by taking the actions set forth in IC 23-17-1-1.

IC 23-14-77-1Disclosure requirement

Sec. 1. A person who sells or otherwise furnishes to another person a vault that:

shall inform the other person in writing that the vault is not airtight and watertight before the person sells or otherwise furnishes the vault to the other person.

IC 23-14-77-2Class B infraction

IC 23-14-78Chapter 78. Assumption of Care of Certain Cemeteries

IC 23-14-78-1Application of chapter

Sec. 1. This chapter applies to private cemeteries that are not owned or controlled by a cemetery corporation, church, association, or organization.

IC 23-14-78-2"Cemetery"

Sec. 2. As used in this chapter, "cemetery" means land in which human remains are interred, entombed, or inurned. The term does not include a cemetery that is subject to IC 23-14-33 through IC 23-14-76.

IC 23-14-78-3"Property owner"

Sec. 3. As used in this chapter, "property owner" means the owner of record of a parcel of real property that contains a cemetery to which this chapter applies.

IC 23-14-78-4Assuming maintenance responsibilities

Sec. 4. (a) A county or a township may agree to maintain a cemetery to which this chapter applies. If a county or a township agrees to maintain a cemetery to which this chapter applies, it shall maintain the cemetery as described in IC 23-14-68-3. A county or a township that assumes the maintenance responsibilities for a cemetery under this section may seek reimbursement from the property owner for the costs of maintaining the cemetery.

(b) Prior to a county or township assuming the maintenance responsibilities for a cemetery under this section, a property owner must do the following:

(1) Employ a professional surveyor to conduct a survey of the property on which the cemetery is located.

(2) Convey to the county or township, without consideration, an easement or fee simple title to the portion of the property on which the cemetery is located.

(3) If the portion of the property on which the cemetery is located is not accessible by a public road, convey to the township or county, without consideration, an easement for access to the cemetery.

(c) A property owner who transfers the maintenance responsibilities for a cemetery under this section may not file an application for the property to receive the cemetery tax assessment rate under IC 6-1.1-6.8.

(d) A property owner must make a reasonable effort to maintain a cemetery on the property owner's property. For purposes of this subsection, a reasonable effort to maintain a cemetery means the maintenance responsibilities described in IC 23-14-68-3. However, a property owner is not required to construct a fence where there is not one unless the township or the county provides the supplies, labor, and other expenses for the construction.

(e) A property owner who fails to perform the maintenance responsibilities required under subsection (d) commits a Class C infraction if:

(1) the township or the county provides two (2) written notices to the property owner, at the property owner's address of record, stating that the property owner is not maintaining the cemetery as required and may be subject to a Class C infraction; and

(2) the property owner fails to maintain the cemetery as required by this chapter within thirty (30) days after the second notice provided under subdivision (1).

IC 23-14-78-5Prohibition against selling plots

Sec. 5. Nothing in this chapter allows a property owner to sell or furnish plots (as defined in IC 23-14-33-25).

Ch. 12.Use of Cooperative in Business Entity Name or Marketing Materials

IC 23-15-12Chapter 12. Use of Cooperative in Business Entity Name or Marketing Materials

23-15-12-7Proceedings to dissolve a business entity; notice to business entity; opportunity to correct grounds for dissolution or demonstrate grounds for dissolution do not exist; activities of a dissolved business

IC 23-15-12-1Exceptions

(2) an entity that is owned or controlled by a state chartered credit union or a federally chartered credit union;

(7) any state or federally organized financial institution that is mutually owned; or

(8) a nonprofit corporation organized as a mutual benefit corporation formed under IC 23-17.

IC 23-15-12-2"Cooperative entity"

Sec. 2. As used in this chapter, "cooperative entity" means a business entity subject to this chapter that is:

(1) a cooperatively owned entity organized under the laws of another state or federal law; or

(A) in which the members are buyers of goods or services from, or sellers of goods or services to, the entity;

(C) that distributes profits or surpluses on the basis of use rather than on the basis of capital contributions or ownership; and

(D) that pays a limited return of less than eight percent (8%) on preferred equity.

IC 23-15-12-3Unlawful practices

Sec. 3. After December 31, 2017, it is unlawful for a business entity that is not a cooperative entity to:

or a derivative of a term listed in clauses (A) and (B) as part of the name or title of the business entity if the use of the term would create a substantial likelihood of misleading the public by implying that the business entity is a cooperative entity; or

(2) advertise or represent the business entity to the public, its customers, or prospective customers:

IC 23-15-12-4Investigations and examinations

Sec. 4. After December 31, 2017, the department of agriculture may investigate the business affairs of any business entity that uses a term listed or described in section 3 of this chapter in its name or title or represents itself as a cooperative entity for the purpose of determining whether the business entity is violating any of the provisions of this chapter. The department of agriculture may examine any person and the partners, officers, members, or agents of the business entity under oath, subpoena witnesses, and require the production of the books, records, papers, and effects considered necessary. A business entity investigated under this subsection shall grant the department of agriculture and its agents access to any and all of the books, records, papers, and effects of the business entity.

IC 23-15-12-5Review of new filings and business name changes

Sec. 5. (a) After December 31, 2017, if a new filing or an amendment changing the name of a business entity (including any registration as a foreign business entity) from an entity other than an entity described in section 1 of this chapter is received by the secretary of state and the business entity name set forth in the new filing or the amendment contains the term:

or a derivative of a term listed in subdivisions (1) and (2), the secretary of state shall forward the filing or amendment to the department of agriculture to review the use of the term.

(1) review each document forwarded to the department under subsection (a) for compliance with section 3 of this chapter; and

(2) notify the secretary of state of the department's determination under section 4 of this chapter.

(c) The secretary of state may not file a document forwarded to the department of agriculture under subsection (a) until after the secretary of state receives notification under subsection (b)(2) that the document complies with section 3 of this chapter.

IC 23-15-12-6Notification of violations

Sec. 6. If the department of agriculture determines through a review of a filing received under section 5 of this chapter that a business entity has violated section 3 of this chapter, the department of agriculture shall notify the secretary of state and the department of state revenue of the violation.

IC 23-15-12-7Proceedings to dissolve a business entity; notice to business entity; opportunity to correct grounds for dissolution or demonstrate grounds for dissolution do not exist; activities of a dissolved business

Sec. 7. (a) This section does not apply to an entity described in section 1 of this chapter.

(b) The secretary of state shall commence a proceeding under this section to administratively dissolve a business entity if:

(2) the secretary of state has been notified by the department of agriculture of the determination that the business entity is in violation of section 3 of this chapter.

(c) If the secretary of state commences an administrative dissolution under subsection (b), the secretary of state shall serve the business entity with written notice of the determination made by the department of agriculture that the business entity is in violation of section 3 of this chapter. The notice must inform the business entity that it must do either of the following not later than sixty (60) days after the date service of the notice is perfected:

(2) Demonstrate to the reasonable satisfaction of the department of agriculture that the grounds for dissolution do not exist.

The secretary of state shall, at the same time notice is sent to the business entity, provide a copy of the notice to the department of agriculture.

(2) demonstrate to the reasonable satisfaction of the department of agriculture that the grounds for dissolution do not exist;

at any time during the period prescribed by the notice, the department of agriculture shall notify the secretary of state in writing of the continuing violation. After receiving the written notice from the department of agriculture of the continuing violation, the secretary of state shall administratively dissolve the business entity by signing a certificate of dissolution that recites the grounds for dissolution and the effective date of the dissolution. The secretary of state shall file the original certificate of dissolution and serve a copy of the certificate of dissolution on the business entity.

(e) A business entity administratively dissolved under this section may carry out only those activities necessary to appeal the administrative dissolution or to wind up and liquidate the business entity's affairs.

(f) Administrative dissolution under this section is in addition to any penalties imposed under IC 6-2.5-8-7.

IC 23-15-12-8Appeals

Sec. 8. (a) A business entity administratively dissolved under section 7 of this chapter may appeal the administrative dissolution to the circuit court or superior court of:

(2) the county containing the office of the business entity's registered agent, if it does not have a place of business in Indiana; or

(3) Marion County, if the business entity has neither a place of business nor a registered agent in Indiana;

not later than thirty (30) days after the date service of the notice of administrative dissolution is perfected.

IC 23-16-1-1Applicability of definitions

IC 23-16-1-2Certificate of limited partnership

Sec. 2. "Certificate of limited partnership" means a certificate described in IC 23-16-3-2 and such a certificate as amended or restated.

IC 23-16-1-3Contribution

Sec. 3. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to transfer cash or property or to perform services, that a partner transfers to a limited partnership in the capacity of partner.

IC 23-16-1-4Effective date

Sec. 4. "Effective date" means a date specified in a certificate filed with the secretary of state declaring when the certificate becomes effective.

IC 23-16-1-5Event of withdrawal of a general partner

Sec. 5. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in IC 23-16-5-2.

IC 23-16-1-6Foreign limited partnership

Sec. 6. "Foreign limited partnership" means a partnership formed under the laws of any jurisdiction other than Indiana, including a foreign country or other foreign jurisdiction in which the partnership formed has as partners one (1) or more general partners and one (1) or more limited partners.

IC 23-16-1-7General partner

Sec. 7. "General partner" means a person who has been admitted to a limited partnership or a foreign limited partnership as a general partner in accordance with the partnership agreement and is named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required.

IC 23-16-1-8Limited partner

Sec. 8. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the laws of Indiana or, in the case of a foreign limited partnership, in accordance with the laws of the state, foreign country, or other foreign jurisdiction under which the foreign limited partnership is organized.

IC 23-16-1-9Limited partnership; domestic limited partnership

Sec. 9. "Limited partnership" and "domestic limited partnership" mean a partnership formed by two (2) or more persons under the laws of Indiana that has one (1) or more general partners and one (1) or more limited partners.

IC 23-16-1-10Partner

IC 23-16-1-11Partnership agreement

Sec. 11. "Partnership agreement" means a written agreement of the partners as to the affairs of a limited partnership and the conduct of its business.

IC 23-16-1-12Partnership interest

Sec. 12. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

Sec. 13. "Person" means an individual, partnership, limited liability company, domestic limited partnership, foreign limited partnership, trust, estate, association, corporation, or any other individual or entity whether acting in its own capacity or in any representative capacity.

Sec. 14. "State" means the District of Columbia, the Commonwealth of Puerto Rico, or any state, territory, possession, or other jurisdiction of the United States.

23-16-2-9Indemnification of partners, employees, officers, or agents

IC 23-16-2-0.2Effect of repeal of IC 23-4-2

(1) or otherwise affect the organization or the continued existence of a limited partnership existing before July 1, 1988; or

IC 23-16-2-1Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.178-2002, SEC.103; P.L.119-2015, SEC.37. Repealed by P.L.118-2017, SEC.57.

IC 23-16-2-2Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.277-2001, SEC.14; P.L.119-2015, SEC.38; P.L.170-2016, SEC.9. Repealed by P.L.118-2017, SEC.58.

IC 23-16-2-2.5Repealed

IC 23-16-2-3Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.63-2014, SEC.15. Repealed by P.L.118-2017, SEC.59.

IC 23-16-2-4Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.119-2015, SEC.40. Repealed by P.L.118-2017, SEC.60.

IC 23-16-2-5Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989, SEC.24. Repealed by P.L.118-2017, SEC.61.

IC 23-16-2-6Records to be kept

Sec. 6. (a) Each limited partnership shall keep at the office required under section 3(a) of this chapter (before its repeal) or IC 23-0.5-4 the following:

(1) A current list of the full name and last known mailing address of each partner (specifying separately the general partners and the limited partners) in alphabetical order.

(2) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed.

(3) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years.

(4) Copies of the partnership agreement, any amendments to the partnership agreement, any amended and restated partnership agreements, and any financial statements of the limited partnership for the three (3) most recent years.

(A) the amount of cash and a description and statement of the value of the other property or services contributed by each partner and which each partner has agreed to contribute;

(B) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(C) any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and

(D) any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

(b) Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.

IC 23-16-2-7Nature of business

Sec. 7. A limited partnership may carry on any business that a partnership without limited partners may carry on. This article does not authorize a limited partnership to make insurance within the meaning of IC 27-1.

IC 23-16-2-8Business transactions of partner with partnership

(b) Except as provided in the partnership agreement, and subject to other applicable law, a partner has the same rights and obligations with respect to the limited partnership as a person who is not a partner.

IC 23-16-2-9Indemnification of partners, employees, officers, or agents

Sec. 9. (a) A domestic or foreign limited partnership may indemnify a person made a party to an action because the person is or was a partner, employee, officer, or agent of the partnership against liability incurred in the action if:

(A) in the case of conduct in the person's capacity as a partner, that the person's conduct was in the best interests of the partnership; and

(B) in all other cases that the person's conduct was at least not opposed to the best interests of the limited partnership or foreign limited partnership; and

(b) The indemnification provided for in subsection (a) does not exclude any other rights to indemnification that a partner, employee, officer, or agent of the domestic or foreign limited partnership may have under the partnership agreement or with the written consent of all partners.

IC 23-16-3Chapter 3. Formation and Certificate of Limited Partnership

IC 23-16-3-1Partnership agreement

Sec. 1. (a) A limited partnership must have a partnership agreement. Except as provided in IC 23-16-8-2 and IC 23-16-8-4, a person has the rights, and is subject to the liabilities, of a general partner only if the person has signed a partnership agreement in person or by an attorney-in-fact.

(b) The partnership agreement of a limited partnership may be amended from time to time. Unless the partnership agreement provides otherwise, an amendment of the partnership agreement may be made only with the written consent of each limited partner who may be adversely affected by an amendment that would accomplish any of the following:

(2) Alter the allocation for tax purposes of any items of income, gain, loss, deduction, or credit.

(4) Alter, except as provided in IC 23-16-4-2(a), the voting or other rights of any limited partner.

(5) Allow the obligation of a partner to make a contribution to be compromised by written consent of fewer than all partners.

IC 23-16-3-2Certificate of limited partnership

Sec. 2. To form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. The certificate must include the following:

(2) The address of the office and the name and address of the agent for service of process required to be maintained by IC 23-16-2-3 (before its repeal) or IC 23-0.5-4.

IC 23-16-3-3Amendment to certificate

Sec. 3. (a) A certificate of limited partnership is amended by filing a certificate of amendment in the office of the secretary of state. The certificate of amendment must include the following:

(b) Within sixty (60) days after any of the following events occurs, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed:

(3) The continuation of the business under IC 23-16-9-1 after an event of withdrawal of a general partner.

(4) The discovery by a general partner that any statement in the certificate of limited partnership was false when made.

(5) The discovery by a general partner that any facts or arrangements described in the certificate of limited partnership have changed, making the certificate inaccurate in any respect.

(c) The filing of an amendment reflecting the occurrence of an event referred to in subsection (b) within the time required under subsection (b) absolves a person from any liability that might arise because the certificate did not reflect the occurrence of that event before the filing of the amendment.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.

IC 23-16-3-3.1Repealed

IC 23-16-3-4Cancellation of certificate

Sec. 4. A certificate of limited partnership shall be cancelled by filing a certificate of cancellation upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and must include the following:

(4) The effective date or time (which must be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate.

(5) Any other information the person filing the certificate of cancellation determines.

IC 23-16-3-5Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.130-2006, SEC.22; P.L.40-2013, SEC.3. Repealed by P.L.118-2017, SEC.64.

IC 23-16-3-6Repealed

IC 23-16-3-7Filing in office of secretary of state

Sec. 7. (a) The original signed copy of the certificate of limited partnership, of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation), and of any restated certificate shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing.

(b) Upon the filing of a certificate of amendment (or judicial decree of amendment) or a restated certificate in the office of the secretary of state, or upon the effective date or time provided for in a certificate of amendment (or judicial decree of amendment) or a restated certificate, the certificate of limited partnership is amended or restated as set forth in the certificate of amendment or restated certificate. Upon the filing of a certificate of cancellation (or a judicial decree of cancellation), or upon the effective date or time of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is canceled.

As added by P.L.147-1988, SEC.1. Amended by P.L.119-2015, SEC.42; P.L.118-2017, SEC.66.

IC 23-16-3-7.1Repealed

IC 23-16-3-7.2Repealed

IC 23-16-3-8Liability for false statement in certificate

Sec. 8. (a) Except as provided in subsection (b), if any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, a person who suffers loss by reasonable reliance on the statement may recover damages for the loss from:

(1) any general partner who knew or should have known the statement to be false at the time the certificate was executed; and

(A) after the execution of the certificate, but at least sixty (60) days before the statement was reasonably relied upon, knew or should have known that any arrangement or other fact described in a statement in the certificate had changed, making the statement inaccurate; and

(B) failed to cancel or amend the certificate or to file a petition for the cancellation or amendment of the certificate under IC 23-0.5-2 before the statement was reasonably relied upon.

(b) A general partner is not liable for failing to cancel or amend a certificate or for failing to file a petition for the amendment or cancellation of a certificate under subsection (a)(2) if a certificate of amendment, certificate of cancellation, or petition for amendment or cancellation is filed within sixty (60) days after the general partner knew or should have known to the extent provided in subsection (a) that the statement in the certificate was false in any material respect.

IC 23-16-3-9Scope of notice

Sec. 9. The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts that are required to be set forth in a certificate of limited partnership under section 2 of this chapter and that are set forth in the certificate.

IC 23-16-3-10Delivery of certificates to limited partners

Sec. 10. The general partners shall promptly deliver or mail a copy of the certificate of limited partnership filed with the secretary of state under section 7 of this chapter to each limited partner, unless the partnership agreement provides otherwise.

IC 23-16-3-11Integration and restatement of certificate

Sec. 11. (a) Whenever it so desires, a limited partnership may integrate into a single instrument all of the provisions of its certificate of limited partnership that are in effect and operative as a result of the previous filing with the secretary of state of one (1) or more certificates or other instruments under this article by filing a restated certificate of limited partnership specifically designated as a "Restated Certificate of Partnership", and stating in its heading or in a separate paragraph that there is no discrepancy between the provisions of the original certificate of limited partnership with its amendments and the restated certificate. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership, as previously amended or supplemented, it must bear a heading with the words "Amended and Restated Certificate of Limited Partnership" together with such other words as the partnership considers appropriate, it must be executed by at least one (1) general partner and by each other general partner designated in the amended and restated certificate of limited partnership as a new general partner, and it must be filed under section 7 of this chapter in the office of the secretary of state.

(b) A restated or amended and restated certificate of limited partnership must state, either in its heading or in an introductory paragraph, the limited partnership's present name (and, if it has been changed, the name under which the limited partnership was originally filed), the date of filing of the original certificate of limited partnership with the secretary of state, and the effective date or time (which must be a date or time certain) of the restated or amended and restated certificate, if it is not to be effective upon the filing of the restated or amended and restated certificate. A restated or amended and restated certificate must also state that it was duly executed and is being filed in accordance with this section.

(c) Upon the filing of the restated certificate of limited partnership with the secretary of state, or upon the effective date or time provided for in the restated certificate of limited partnership, the initial certificate of limited partnership, as previously amended or supplemented, is superseded. After that filing, the restated certificate of limited partnership, including any further amendment or changes made by the restated certificate, is the certificate of limited partnership, but the original effective date of formation of the limited partnership remains unchanged.

(d) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership under this section is subject to any other provision of this article that is not inconsistent with this section and that would apply if a separate certificate of amendment were filed to effect the amendment or change.

IC 23-16-3-12Repealed

IC 23-16-3-13Repealed

IC 23-16-3-14Repealed

23-16-4-2Classes or groups of limited partners; rights, powers, and duties; voting

IC 23-16-4-1Additional limited partners

Sec. 1. After the formation of a limited partnership, a person may be admitted as an additional limited partner:

(1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

(2) in the case of an assignee of a partnership interest, as provided in IC 23-16-8-4.

IC 23-16-4-2Classes or groups of limited partners; rights, powers, and duties; voting

Sec. 2. (a) A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers, and duties as the partnership agreement may provide, and may make provision for the future creation, in the manner provided in the partnership agreement, of additional classes or groups of limited partners having such relative rights, powers, and duties as may from time to time be established (including rights, powers, and duties senior to existing classes and groups of limited partners).

(b) Subject to section 3 of this chapter, the partnership agreement may grant to all the limited partners, to certain identified limited partners, or to a specified class or group of the limited partners the right to vote (on a per capita or other basis), separately or with all or any class or group of the limited partners or the general partners, on any matter.

(1) Notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners.

(7) Any other matter concerning the exercise of a right to vote under the partnership agreement.

IC 23-16-4-3Liability to third parties

Sec. 3. (a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless:

(2) the limited partner, in addition to exercising the rights and powers of a limited partner, participates in the control of the business.

However, a limited partner who participates in the control of the business is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) solely by doing one (1) or more of the following:

(1) Being a contractor for, or an agent or employee of, the limited partnership or of a general partner, or being an officer, director, or shareholder of a general partner that is a corporation.

(2) Consulting with or advising a general partner with respect to any matter, including the business of the limited partnership.

(3) Acting as surety, guarantor, or endorser for the limited partnership, guaranteeing or assuming one (1) or more specific obligations of the limited partnership, or providing collateral for the limited partnership.

(4) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership.

(5) Calling, requesting, attending, or participating in a meeting of the partners or the limited partners.

(6) Proposing, approving, or disapproving, by voting or otherwise, one (1) or more of the following matters:

(B) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership.

(C) The incurring, renewal, refinancing, or payment or other discharge of indebtedness by the limited partnership other than in the ordinary course of its business.

(G) A transaction or other matter involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners.

(H) An amendment to the partnership agreement or certificate of limited partnership.

(I) Matters related to the business of the limited partnership not otherwise enumerated in this subsection which the partnership agreement states may be subject to the approval or disapproval of limited partners.

(9) Exercising any right or power permitted to limited partners under this article and not specifically enumerated in this subsection.

(c) The enumeration of certain powers in subsection (b) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by that limited partner in the control of the business of the limited partnership.

(d) A limited partner who knowingly permits the partner's name to be used in the name of the limited partnership, except under circumstances permitted under IC 23-0.5-3-2(b), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

IC 23-16-4-4Person erroneously believing to be limited partner

Sec. 4. (a) Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that the person has become a limited partner in the partnership is not a general partner in the partnership, and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, within sixty (60) days after ascertaining the mistake, that person:

(1) in the case of a person who wishes to be a limited partner, causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(2) in the case of a person who wishes to withdraw from the partnership, takes such action as may be necessary to withdraw.

(b) A person who makes a contribution under the circumstances described in subsection (a) is liable as a general partner to any third party who transacts business with the partnership before the occurrence of either of the events referred to in subsection (a) if the third party:

(1) actually believed in good faith that the person was a general partner at the time of the transaction;

(3) extended credit to the partnership in reasonable reliance on the credit of that person.

IC 23-16-4-5Access to information by limited partner

Sec. 5. Each limited partner has the right to inspect and copy any of the partnership records required to be maintained by IC 23-16-2-6 and to obtain from the general partners, from time to time, upon reasonable demand the following:

(1) True and full information regarding the state of the business and financial condition of the limited partnership.

(2) Promptly after becoming available, copies of the limited partnership's federal, state, and local income tax returns for each year.

(3) Other information regarding the affairs of the limited partnership as is just and reasonable.

IC 23-16-4-6Admission of limited partners

Sec. 6. A person acquiring a partnership interest is admitted as a limited partner when the latter of the following occurs:

(2) The time provided in the partnership agreement or, if no time is provided in the partnership agreement, when the person's admission is reflected in the records of the limited partnership.

23-16-5-5Classes or groups of general partners; rights, powers, and duties; voting

IC 23-16-5-1Admission of additional general partners

Sec. 1. After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the specific written consent of each partner.

IC 23-16-5-2Events of withdrawal

Sec. 2. A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1) The general partner withdraws from the limited partnership as provided in IC 23-16-7-2.

(2) The general partner ceases to be a member of the limited partnership as provided in IC 23-16-8-2.

(3) The general partner is removed as a general partner in accordance with the partnership agreement.

(4) Unless otherwise provided in the partnership agreement, or with the specific written consent of all partners, the general partner:

(C) is adjudged a bankrupt or an insolvent, or an order of relief is entered against the general partner in any bankruptcy or insolvency proceeding;

(D) files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding described in clause (D); or

(F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or a substantial part of the general partner's properties.

(5) Unless otherwise provided in the partnership agreement, or with the specific written consent of all partners:

(A) in the case of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, rule, or regulation, the continuation of the proceeding, without dismissal, one hundred twenty (120) days after the proceeding was commenced; or

(B) in the case of the appointment, without the general partner's consent or acquiescence, of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties, the absence of any order vacating or staying the appointment within ninety (90) days after the appointment, or, if the appointment is stayed, the absence of any order vacating the appointment within ninety (90) days after the stay expires.

(B) an order is entered by a court adjudicating the general partner incompetent to manage the general partner's own person or property.

(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the trust terminates (but not merely the substitution of a new trustee).

(8) In the case of a general partner that is a separate partnership, the separate partnership dissolves and winding up is commenced.

(9) In the case of a general partner that is a corporation, a certificate of dissolution, or its equivalent, is filed for the corporation or the corporation's charter is revoked.

(10) In the case of a general partner that is an estate, the fiduciary distributes the estate's entire interest in the limited partnership.

IC 23-16-5-3General powers and liabilities

Sec. 3. (a) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers of, and is subject to the restrictions of, a partner in a partnership without limited partners.

(b) Except as provided in this article, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.

(c) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

IC 23-16-5-4Contributions by general partner

Sec. 4. (a) A general partner of a limited partnership may make contributions to the partnership, share in the profits and losses of the partnership, and share in distributions from the limited partnership as a general partner. A general partner also may make contributions and share in profits, losses, and distributions as a limited partner.

(b) A person who is both a general partner and a limited partner has the rights and powers of a general partner and is subject to the restrictions and liabilities of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of the person's participation in the partnership as a limited partner.

IC 23-16-5-5Classes or groups of general partners; rights, powers, and duties; voting

Sec. 5. (a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as the partnership agreement may provide, and may make provision for the future creation, in the manner provided in the partnership agreement, of additional classes or groups of general partners having such relative rights, powers, and duties as may from time to time be established (including rights, powers, and duties senior to existing classes and groups of general partners).

(b) The partnership agreement may grant to all the general partners, or to certain identified general partners, or to a specified class or group of general partners, the right to vote (on a per capita or any other basis), separately or with all or any class or group of the limited partners on any matter.

(1) Notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any general partners.

(7) Any other matter concerning the exercise of a right to vote under the partnership agreement.

IC 23-16-6-1Form of contribution

(2) a promissory note or other obligation to contribute cash or property or to perform services.

IC 23-16-6-2Liability for contribution

Sec. 2. (a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.

(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability, or any other reason. If a partner does not make a required contribution of property or services, the partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value (as stated in the partnership records of the limited partnership) of the contribution that has not been made. The option provided under this subsection is in addition to, and is not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against such a partner under the partnership agreement or applicable law.

(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or to return money or other property paid or distributed in violation of this article may be compromised only by written consent of all the partners. Notwithstanding any such compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing (including the partnership agreement and any amendment to the partnership agreement) that reflects the obligation and before the amendment or cancellation of the partnership agreement to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution.

(d) A partnership agreement may provide that the interest of any partner who fails to make any contribution that the partner is obligated to make is subject to specified penalties for, or specified consequences of, the failure. Penalties or consequences provided for in the partnership agreement may include the following:

(1) Reducing the defaulting partner's proportionate interest in the limited partnership.

(2) Subordinating the defaulting partner's partnership interest to that of nondefaulting partners.

(5) The lending by other partners of the amount necessary to meet the defaulting partner's commitment.

(6) A fixing of the value of the defaulting partner's partnership interest by appraisal or by formula and the redemption or sale of the defaulting partner's partnership interest at the fixed value.

IC 23-16-6-3Sharing of profits and losses

Sec. 3. The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

IC 23-16-6-4Sharing of distributions

Sec. 4. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes and groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.

IC 23-16-7-1Interim distributions

Sec. 1. Except as provided in this chapter, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the dissolution and winding up of the limited partnership to the extent and at the times or upon the happening of the events specified in the partnership agreement.

IC 23-16-7-2Withdrawal of general partner

Sec. 2. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. However, if the general partner's withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and may offset the damages against the amount otherwise distributable to the withdrawing general partner in addition to any remedies otherwise available under applicable law.

IC 23-16-7-3Withdrawal of limited partner

Sec. 3. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. If the partnership agreement does not specify in writing:

(1) the time or the events upon the happening of which a limited partner may withdraw; or

(2) a definite time for the dissolution and winding up of the limited partnership;

a limited partner may withdraw upon not less than six (6) months prior written notice to each general partner at the general partner's address as set forth in the certificate of limited partnership filed in the office of the secretary of state.

IC 23-16-7-4Distribution upon withdrawal

Sec. 4. Except as provided in this chapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the withdrawing partner's interest in the limited partnership as of the date of withdrawal based upon the withdrawing partner's right to share in distributions from the limited partnership.

IC 23-16-7-5Distribution in kind

Sec. 5. (a) Except as provided in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash.

(b) Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal to the percentage in which the partner shares in distributions from the limited partnership.

IC 23-16-7-6Right to distribution

Sec. 6. At the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

IC 23-16-7-7Limitations on distribution

Sec. 7. A partner may not receive a distribution from a limited partnership to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, would exceed the fair value of the partnership assets.

IC 23-16-7-8Liability upon return of contribution

Sec. 8. (a) If a partner has received the return of any part of the partner's contribution without violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of one (1) year after receiving the return of contribution for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

(b) If a partner has received the return of any part of the partner's contribution in violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of six (6) years after receiving the return of contribution for the amount of the contribution wrongfully returned.

(c) A partner receives a return of the partner's contribution to the extent that a distribution to the partner reduces the partner's share of the fair value of the net assets of the limited partnership below the agreed value (as stated in the records of the limited partnership) of the partner's contribution that has not been distributed to the partner.

IC 23-16-8-1Nature of partnership interest

Sec. 1. A partnership interest is personal property. A partner has no interest in specific limited partnership property.

IC 23-16-8-2Assignment of partnership interest

(2) an assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become a partner or to exercise any rights or powers of a partner;

(3) an assignment entitles the assignee to share in the profits and losses, to receive the distribution or distributions, and to receive the allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and

(4) a partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of the partner's partnership interest.

IC 23-16-8-3Rights of creditor

Sec. 3. On application to a court by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment, with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This article does not deprive any partner of the benefit of any exemption laws applicable to the partner's partnership interest.

IC 23-16-8-4Right of assignee to become limited partner

Sec. 4. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner, if and to the extent that:

(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this article. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make contributions as provided in IC 23-16-6-2. However, the assignee is not obligated for liabilities that were unknown to the assignee at the time the assignee became a limited partner and that could not be ascertained from the partnership agreement. Additionally, the assignee is not liable for any accrued liabilities of the assignor at the time of such assignment unless the assignee specifically assumes such liabilities.

(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liabilities to the limited partnership under IC 23-16-3-8, IC 23-16-6, and IC 23-16-7, unless such liabilities are specifically assumed by the assignee under subsection (b).

IC 23-16-8-5Power of estate of deceased or incompetent partner

Sec. 5. (a) If a partner who is an individual dies or a court adjudges the partner to be mentally incompetent, the partner's personal representative, guardian, conservator, or other legal representative may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner.

(b) If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by the partner's legal representative or successor.

IC 23-16-9-1Nonjudicial dissolution

Sec. 1. (a) A limited partnership is dissolved and its affairs shall be wound up upon the occurrence of the first of the following:

(3) Subject to a requirement in the partnership agreement requiring the approval by a greater or lesser percentage of limited partners and general partners, upon the written consent of all general partners and the affirmative vote of two-thirds (2/3) in interest of each class of limited partners.

(4) Except as provided in subsection (b), an event of withdrawal of a general partner, unless:

(B) the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner; and

(5) The entry of a decree of judicial dissolution under section 2 of this chapter.

(b) A limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal of a general partner if, within ninety (90) days after the withdrawal, all partners (or such lesser percentage as may be provided in the partnership agreement) agree in writing to continue the business of the limited partnership and agree in writing to the appointment of one (1) or more additional general partners if necessary or desired.

IC 23-16-9-2Judicial dissolution

Sec. 2. On application by or for a partner, the circuit or superior court of the county in which the office of the limited partnership referred to in IC 23-0.5-4 is located may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. If the office referred to in IC 23-0.5-4 is not within Indiana, the application may be made to the circuit or superior court of the county in which the registered agent referred to in IC 23-0.5-4 is located.

IC 23-16-9-3Winding up

Sec. 3. (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs. However, the circuit or superior court of the county in which the office of the limited partnership referred to in IC 23-0.5-4 is located, or if the office referred to in IC 23-0.5-4 is not within Indiana, the circuit or superior court of the county in which the business address of the registered agent referred to in IC 23-0.5-4 is located, may wind up the limited partnership's affairs upon application of any partner or of any partner's legal representative or assignee, and in connection with the winding up, may appoint a liquidating trustee.

(b) Upon the dissolution of a limited partnership, the persons winding up the affairs of a limited partnership may, in the name of the limited partnership and for and on behalf of the limited partnership, prosecute and defend civil, criminal, and administrative proceedings, settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners.

IC 23-16-9-4Distribution of assets

Sec. 4. Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or by establishment of adequate reserves) other than liabilities for distributions to partners under IC 23-16-7-1 and IC 23-16-7-4.

(2) Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under IC 23-16-7-1 and IC 23-16-7-4.

(3) Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.

IC 23-16-11-1Right of action

Sec. 1. A limited partner may bring an action in the right of a limited partnership to recover a judgment in favor of the limited partnership if:

(1) general partners with authority to bring such an action have refused to bring the action; or

(2) an effort to cause those general partners to bring the action is not likely to succeed.

IC 23-16-11-2Proper plaintiff

Sec. 2. In a derivative action under this chapter, the plaintiff must be a partner at the time of bringing the action, and:

(1) the plaintiff must have been a partner at the time of the transaction of which the plaintiff complains in the action; or

(2) the status of the plaintiff as a partner must have devolved upon the plaintiff, by operation of law or under the terms of the partnership agreement, from a person who was a partner at the time of the transaction.

IC 23-16-11-3Pleading

Sec. 3. In a derivative action under this chapter, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort to secure initiation of the action by a general partner.

IC 23-16-11-4Expenses

Sec. 4. (a) If a derivative action under this chapter is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited partnership the remainder of those proceeds received by the plaintiff.

(b) If the plaintiff is awarded damages in an action under this chapter, the court shall make the award of reasonable expenses payable out of the plaintiff's total award and direct the plaintiff to remit the balance of the total award to the limited partnership. However, if the damages awarded to the plaintiff are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that part or all of the plaintiff's award of reasonable expenses be paid by the limited partnership.

23-16-12-2Applicability of article to domestic and foreign limited partnerships after effective date and after repeal of antecedent provisions

IC 23-16-12-1Construction and application of article

Sec. 1. (a) This article shall be applied and construed to effectuate its general purpose.

(b) The rule that statutes in derogation of the common law are to be strictly construed does not apply to this article.

IC 23-16-12-2Applicability of article to domestic and foreign limited partnerships after effective date and after repeal of antecedent provisions

Sec. 2. (a) After July 1, 1988, this article applies to all domestic and foreign limited partnerships, except as provided in this section.

(d) IC 23-16-10 (repealed January 1, 2018) does not apply before January 1, 1989.

(e) Unless agreed otherwise by all of the partners, the applicable provisions of IC 23-4-2 (repealed effective July 1, 1993) governing allocation of profits and losses (rather than the provisions of IC 23-16-6-3), distributions to a withdrawing partner (rather than the provisions of IC 23-16-7-4), and distribution of assets upon the winding up of a limited partnership (rather than the provisions of IC 23-16-9-4) govern limited partnerships formed before July 1, 1988.

(f) A limited partnership existing under IC 23-4-2 before July 1, 1988, is not required to file a certificate of limited partnership complying with IC 23-16-3 with the secretary of state, and is not subject to or governed by IC 23-16-3-2, until the earlier of the following:

(1) The voluntary filing by the limited partnership of a certificate of limited partnership with the secretary of state in the manner required by this article.

(g) Until July 1, 1993, a limited partnership existing under IC 23-4-2 before July 1, 1988, that does not file a certificate of limited partnership in accordance with subsection (f)(1) is governed by IC 23-4-2.

(h) If a limited partnership existing under IC 23-4-2 before July 1, 1988, does not file a certificate of limited partnership or a certificate of amendment with the secretary of state by July 1, 1993, and no event has occurred that, under this article, requires the filing of a certificate of amendment, then:

(1) the limited partnership continues to exist as a limited partnership under this article, and the failure to file a certificate with the secretary of state does not impair the validity of any contract or act of the limited partnership nor prevent the limited partnership from defending any action in any court in Indiana;

(2) a limited partner of the limited partnership is not liable as a general partner solely by reason of the failure to file a certificate with the secretary of state; and

(3) the limited partnership may not maintain an action in any court of Indiana until it has filed a certificate with the secretary of state in compliance with this article.

(i) All references to this article in the limited partnership agreement and other rules that govern the internal affairs of a limited partnership are considered references to IC 23-0.5 and IC 23-0.6 also.

As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989, SEC.26; P.L.3-1990, SEC.83; P.L.118-2017, SEC.78.

IC 23-16-12-3Rules for cases not provided for in this article

Sec. 3. In any case not provided for in this article, the provisions of IC 23-0.5 and IC 23-4-1 govern.

IC 23-16-12-4Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989, SEC.27; P.L.75-1990, SEC.14; P.L.277-2001, SEC.16; P.L.60-2007, SEC.4; P.L.106-2008, SEC.51; P.L.119-2015, SEC.47; P.L.213-2015, SEC.248; P.L.170-2016, SEC.11. Repealed by P.L.118-2017, SEC.80.

IC 23-16-12-5Repealed

As added by P.L.147-1988, SEC.1. Amended by P.L.228-1995, SEC.18; P.L.11-1996, SEC.23; P.L.277-2001, SEC.17. Repealed by P.L.118-2017, SEC.81.

IC 23-16-12-5.1Repealed

As added by P.L.228-1995, SEC.19. Amended by P.L.63-2014, SEC.17; P.L.119-2015, SEC.48. Repealed by P.L.118-2017, SEC.82.

IC 23-16-12-6Repealed

IC 23-16-12-7Repealed

Ch. 7.Members; Admission; Types of Memberships; Rights and Duties

Ch. 25.5.Restrictions on the Regulation of Charitable Organizations

Ch. 25.7.Charitable Organization Beneficiary Bequest Protections

Ch. 32.Nonprofit Organizations: Privacy Protections for Members, Volunteers, and Donors

23-17-1-0.2Effect of repeal of IC 23-7-1.1; effect of reduction by P.L.179-1991 of penalty or punishment

23-17-1-3Official comments; publication; construction and application of article

IC 23-17-1-0.2Effect of repeal of IC 23-7-1.1; effect of reduction by P.L.179-1991 of penalty or punishment

Sec. 0.2. (a) Except as provided in subsection (b), the repeal of IC 23-7-1.1 by P.L.179-1991 does not affect the following:

whichever is later, including the continuing validity of a domestic nonprofit entity's articles of incorporation, bylaws, or other organic documents, indemnification provisions for directors, officers, employees, and agents, resolutions of the board of directors or governing body and name.

(2) A ratification, a right, a remedy, a privilege, an obligation, or a liability acquired, accrued, or incurred before the applicability of P.L.179-1991 to a nonprofit entity under:

(B) the Indiana general not-for-profit corporation act of 1935 before the repeal of IC 23-7-1.1; or

(B) penalty, forfeiture, or punishment incurred because of the violation before the applicability of P.L.179-1991 to a nonprofit entity.

(4) A proceeding, reorganization, or dissolution commenced before the applicability of P.L.179-1991 to a nonprofit entity under:

(B) the Indiana general not-for-profit corporation act of 1935 before the repeal of IC 23-7-1.1; or

The proceeding, reorganization, or dissolution may be completed in accordance with IC 23-7-1.1 (before its repeal), the Indiana general not-for-profit corporation act of 1935, or any prior law under which nonprofit corporations were organized as if P.L.179-1991 had not been enacted.

(5) Any action as a result of a meeting of members or directors or action by written consent taken before the applicability of P.L.179-1991 to a nonprofit entity.

is reduced by P.L.179-1991, the penalty or punishment shall, if not already imposed, be imposed in accordance with P.L.179-1991.

IC 23-17-1-1Domestic corporations; application of article

Sec. 1. (a) After July 31, 1993, this article applies to a domestic corporation in existence on July 31, 1993, that was incorporated under or subject to the following:

(b) After July 31, 1991, an entity organized under Indiana law for a purpose for which a corporation may be organized under this article may accept the provisions of this article and avail the corporation of the rights, privileges, immunities, and franchises provided by this article by taking the following actions:

(1) The entity's board of directors or governing body must adopt a resolution electing to have this article apply to the entity.

(2) The resolution must specify a date after July 31, 1991, after which the provisions of this article will apply to the entity.

(3) The resolution must be filed with the secretary of state, with a statement providing the name and address of the entity's registered agent before the date specified under subdivision (2).

IC 23-17-1-2Foreign corporations; application of article

Sec. 2. After July 31, 1993, this article applies to a foreign corporation that desires to transact business in Indiana. A foreign corporation authorized to transact business in Indiana on July 31, 1993, is subject to this article but is not required to obtain a new certificate of authority to transact business under this article.

IC 23-17-1-3Official comments; publication; construction and application of article

Sec. 3. Official comments may be published by the Indiana business law survey commission and, after publication, the comments may be consulted by the courts to determine the underlying reasons, purposes, and policies of this article and may be used as a guide in this article's construction and application.

IC 23-17-1-4Article citation

Sec. 4. This article may be cited as the Indiana Nonprofit Corporation Act of 1991.

IC 23-17-1-5References

Sec. 5. All references to this article in the articles of incorporation, bylaws, and other rules that govern the internal affairs of a nonprofit corporation are considered references to IC 23-0.5 and IC 23-0.6 also.

IC 23-17-2-1Application of chapter

IC 23-17-2-2"Approved by the members"

Sec. 2. "Approved by the members" means the votes cast favoring an action exceed the votes cast opposing the action:

(2) by a written ballot or written consent in conformity with this article unless this article, articles of incorporation, or bylaws requires a greater number of affirmative votes.

IC 23-17-2-3"Articles of incorporation"

Sec. 3. "Articles of incorporation" includes amended and restated articles of incorporation, articles of merger, and articles of acceptance.

IC 23-17-2-4"Board of directors"

Sec. 4. (a) "Board of directors" means the person or group of persons vested with overall management of the affairs of the domestic or foreign corporation.

(b) The term does not include a person or group of persons because of powers delegated to the person or group under IC 23-17-12-1.

IC 23-17-2-5"Bylaws"

Sec. 5. "Bylaws" means a code of rules, other than articles of incorporation, adopted under this article for the regulation or management of the affairs of a domestic or foreign corporation.

Sec. 6. "Class" means a group of memberships that have the same rights with respect to voting, dissolution, redemption, and transfer.

IC 23-17-2-7"Corporation"

Sec. 7. (a) "Corporation" means a public benefit, mutual benefit, or religious corporation incorporated under or subject to this article.

As added by P.L.179-1991, SEC.1. Amended by P.L.245-2005, SEC.3; P.L.186-2025, SEC.124.

IC 23-17-2-8"Delegate"

Sec. 8. "Delegate" means a person elected or appointed to vote in a representative assembly for the election of a director or on other matters.

IC 23-17-2-9"Director"

Sec. 9. "Director" means an individual designated in articles of incorporation or bylaws, elected by the incorporators or otherwise elected or appointed, to act as a member of a board of directors.

IC 23-17-2-10"Distribution"

Sec. 10. (a) "Distribution" means a direct or an indirect transfer of money or other property or incurrence or transfer of indebtedness by a corporation to or for the benefit of a person.

(b) The term includes a dividend and a purchase, redemption, or other acquisition of memberships.

(c) The term does not include payment of reasonable value for property received or services performed or payment of reasonable benefits in furtherance of the corporation's purposes.

IC 23-17-2-11"Domestic corporation"

Sec. 11. (a) "Domestic corporation" means a public benefit, mutual benefit, or religious corporation incorporated under or subject to this article.

IC 23-17-2-12"Entity"

(2) A corporation incorporated under IC 23-1 or a foreign corporation admitted to do business under IC 23-1.

(6) A business trust, an estate, a partnership, a trust, and at least two (2) persons having a joint or common economic interest.

IC 23-17-2-13"Foreign corporation"

Sec. 13. "Foreign corporation" means a corporation incorporated as a nonprofit corporation under a law other than an Indiana law.

IC 23-17-2-14"Governmental subdivision"

Sec. 14. "Governmental subdivision" includes authority, county, district, and municipality.

IC 23-17-2-15"Individual"

Sec. 15. "Individual" means a natural person. The term includes the estate of an incompetent or a deceased individual.

IC 23-17-2-17"Member"

Sec. 17. (a) "Member" means a person who, on more than one (1) occasion, has the right to vote for the election of a director under a corporation's articles of incorporation or bylaws.

IC 23-17-2-18"Membership"

Sec. 18. "Membership" means the rights and obligations a member has under a corporation's articles of incorporation, bylaws, and this article.

IC 23-17-2-19"Mutual benefit corporation"

IC 23-17-2-20"Person"

IC 23-17-2-21"Principal office"

Note: This version of section effective until 1-1-2026. See also following version of this section, effective 1-1-2026.

Sec. 21. "Principal office" means the office, inside or outside of Indiana, designated in a biennial report filed under IC 23-0.5-2-13 where the principal offices of a domestic or foreign corporation are located.

As added by P.L.179-1991, SEC.1. Amended by P.L.119-2015, SEC.49; P.L.118-2017, SEC.86.

IC 23-17-2-21"Principal office"

Note: This version of section effective 1-1-2026. See also preceding version of this section, effective until 1-1-2026.

As added by P.L.179-1991, SEC.1. Amended by P.L.119-2015, SEC.49; P.L.118-2017, SEC.86; P.L.96-2025, SEC.9.

IC 23-17-2-22"Proceeding"

Sec. 22. "Proceeding" includes a civil suit and a criminal, an administrative, and an investigatory action.

IC 23-17-2-23"Public benefit corporation"

Sec. 23. "Public benefit corporation" means a domestic corporation that is the following:

(D) otherwise organized for a public or charitable purpose, including a veterans organization or a post, a unit, or an auxiliary of the veterans organization, that is chartered by a federal statute for patriotic, public, or charitable purposes and recognized as tax exempt under Section 501(c)(4) or Section 501(c)(19) of the Internal Revenue Code.

(2) Restricted so that on dissolution the corporation must distribute the corporation's assets to an organization organized for a public or charitable purpose, a religious corporation, the United States, a state, or a person that is recognized as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986.

IC 23-17-2-24"Record date"

Sec. 24. "Record date" means the date established under this title on which a corporation determines the identity of the corporation's members for the purposes of this article.

IC 23-17-2-25"Religious corporation"

IC 23-17-2-26"Secretary"

Sec. 26. "Secretary" means the corporate officer to whom a board of directors has delegated responsibility under IC 23-17-14-1(b) for:

(1) custody of the minutes of the meetings of a board of directors and members; and

IC 23-17-2-27"Vote", "voting", or "casting a vote"

Sec. 27. (a) "Vote" includes authorization by written ballot, and "voting" or "casting a vote" includes the giving of written consent.

(b) Even if a person entitled to vote characterizes the conduct as voting or casting a vote, the term does not include:

IC 23-17-2-28"Voting power"

Sec. 28. (a) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made.

(b) The term does not include a vote that is contingent upon the happening of a condition or an event that has not occurred at the time. If a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

23-17-3-4Articles of incorporation; optional corporate powers provisions

23-17-3-5Filing of articles; commencement of existence; proof of satisfaction of conditions precedent

23-17-3-6Purporting to act on behalf of nonexistent corporation; liability

IC 23-17-3-1Incorporator filing of articles of incorporation

Sec. 1. At least one (1) person may act as the incorporator of a corporation by causing the person's name to be listed on the articles of incorporation and having the articles of incorporation provided to the secretary of state for filing.

IC 23-17-3-2Articles of incorporation; required provisions

(1) A corporate name for the corporation that satisfies the requirements of IC 23-0.5-3.

(A) Before January 1, 2018, the street address of the corporation's initial registered office in Indiana and the name of the corporation's initial registered agent at that office.

(B) After December 31, 2017, the name and street address of the corporation's initial registered agent.

(6) Provisions that are not inconsistent with any law regarding the distribution of assets on dissolution.

IC 23-17-3-3Articles of incorporation; optional provisions

(1) The purpose or purposes for which the corporation is organized, which may be either alone or in combination with other purposes.

(2) The names and addresses of the individuals who are to serve as the initial directors.

(B) Defining, limiting, and regulating the powers of the corporation, the corporation's board of directors, and members (or any class of members).

(4) Any other provision that is required or allowed to be set forth in the bylaws.

IC 23-17-3-4Articles of incorporation; optional corporate powers provisions

Sec. 4. Articles of incorporation do not have to contain any of the corporate powers set forth under this article.

IC 23-17-3-5Filing of articles; commencement of existence; proof of satisfaction of conditions precedent

Sec. 5. (a) Unless a delayed effective date is specified, a corporate existence begins when articles of incorporation are filed.

(b) The filing of articles of incorporation by the secretary of state is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

IC 23-17-3-6Purporting to act on behalf of nonexistent corporation; liability

Sec. 6. A person who purports to act as or on behalf of a corporation, knowing that no incorporation took place under this article, is jointly and severally liable for all liabilities created while so acting.

IC 23-17-3-7Organizational meetings

(2) if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(B) to elect a board of directors who shall complete the organization of the corporation.

(b) Action required or permitted by this article to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by at least one (1) written consent that:

IC 23-17-3-8Bylaws; contents

Sec. 8. (a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.

(b) The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with any law or the articles of incorporation.

IC 23-17-3-9Emergency bylaws; effect

Sec. 9. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency under subsection (d). Emergency bylaws may make all provisions necessary for managing the corporation during an emergency, including the following:

(b) Provisions of regular bylaws consistent with emergency bylaws remain effective during the emergency. Emergency bylaws are not effective after the emergency ends.

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if an extraordinary event prevents a quorum of a corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.

23-17-4-1Authorized activities; corporations subject to regulation under other statutes

IC 23-17-4-1Authorized activities; corporations subject to regulation under other statutes

Sec. 1. (a) A corporation incorporated under this article has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.

(b) A corporation engaging in an activity that is subject to regulation under another Indiana statute may incorporate under this article unless provisions for incorporation of corporations engaging in that activity exist under the other statute.

IC 23-17-4-2Perpetual duration and succession; powers

Sec. 2. Unless a corporation's articles of incorporation provide otherwise, a corporation has perpetual duration and succession in the corporation's corporate name and has the same powers as an individual to do all things necessary or convenient to carry out the corporation's affairs, including the power to do the following:

(2) Have a corporate seal or facsimile of a corporate seal, which may be altered at will, to use by impressing or affixing or in any other manner reproducing it. However, the use or impression of a corporate seal is not required and does not affect the validity of any instrument.

(3) Make and amend bylaws not inconsistent with the corporation's articles of incorporation or with Indiana law for managing the affairs of the corporation.

(4) Purchase, receive, take by gift, devise, or bequest, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.

(5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the corporation's property.

(6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity.

(7) Make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations and secure any of the corporation's obligations by mortgage or pledge of any of the corporation's property, franchises, or income.

(8) Lend money, invest and reinvest the corporation's funds, and receive and hold real and personal property as security for repayment, except as provided under IC 23-17-13-3.

(9) Be a promoter, a partner, a member, an associate or a manager of any partnership, joint venture, trust, or other entity.

(10) Conduct the corporation's activities, locate offices, and exercise the powers granted by this article inside or outside Indiana.

(11) Elect directors, elect and appoint officers, and appoint employees and agents of the corporation, define the duties and fix the compensation of directors, officers, employees and agents.

(12) Pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for the corporation's current or former directors, officers, employees, and agents.

(13) Make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest.

(14) Impose dues, assessments, admission, and transfer fees upon the corporation's members.

(15) Establish conditions for admission of members, admit members, and issue memberships.

(17) Have and exercise powers of a trustee as permitted by law, including those set forth in IC 30-4-3-3.

(A) is or was a director, an officer, an employee, or an agent of the corporation; or

(B) is or was serving at the request of the corporation as a director, an officer, an employee, or an agent of another entity;

against any liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, an officer, an employee, or an agent, whether or not the corporation would have power to indemnify the individual against the same liability under this article.

(19) Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.

(20) Adopt, either in the corporation's articles of incorporation or bylaws, a provision establishing exclusive jurisdiction in the circuit or superior courts of any county in Indiana or in the United States district courts of Indiana, for:

(A) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the corporation to the corporation;

IC 23-17-4-3Emergency powers of board; procedures; effect

Sec. 3. (a) In anticipation of or during an emergency under subsection (d), the board of directors of a corporation may do the following:

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.

(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:

(1) notice of a meeting of the board of directors must be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) one (1) or more officers of the corporation present at a meeting of the board of directors may be considered to be directors for the meeting, in order of rank and within the same rank in order of seniority, necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

IC 23-17-4-4Challenges based on corporate power to act

Sec. 4. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation's power to act may be challenged in a proceeding against the corporation for a declaratory judgment or to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the attorney general or a director.

IC 23-17-7Chapter 7. Members; Admission; Types of Memberships; Rights and Duties

23-17-7-8Creditor's proceedings; liability of members; prerequisites; intervention and joinder

23-17-7-9Advancements or loans to corporation; return or repayment

IC 23-17-7-1Criteria or procedures for admission; consent

Sec. 1. (a) Articles of incorporation or bylaws may establish criteria or procedures for admission of members.

IC 23-17-7-2Consideration for admission

Sec. 2. Except as provided in a corporation's articles of incorporation or bylaws, a corporation may admit members for either of the following:

IC 23-17-7-3Corporations without members

IC 23-17-7-4Rights and duties; membership classes

unless articles of incorporation or bylaws establish classes of membership with different rights or obligations. Members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by articles of incorporation or bylaws.

IC 23-17-7-5Transfer rights; restrictions

Sec. 5. (a) Except as set forth in or authorized by articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership.

(b) Where transfer rights have been provided, a restriction on transfer rights may not be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.

IC 23-17-7-6Liability for acts or debts of corporation

Sec. 6. A member of a corporation is not personally liable for the acts or debts of the corporation. However, the member may become personally liable because of the member's own acts or conduct.

IC 23-17-7-7Liability for obligations; transferee's liability

Sec. 7. (a) A member may become liable to the corporation for dues, assessments, or fees. However:

authorizing or imposing dues, assessments, or fees does not create liability to pay the obligation. However, nonpayment constitutes grounds for expelling or suspending the member or suspending or terminating the membership. The validity of mandatory membership and the validity of a lien imposed by a recorded declaration of covenant or a similar commitment running with the real property or an interest in the real property is not affected by this subsection.

(b) A permitted transferee of a membership having notice at the time of the transfer of unpaid dues, assessments, or fees of the transferor is liable to the corporation for unpaid dues, assessments, or fees. However, a transferee who is an executor, an administrator, a guardian, a trustee, a receiver, or a pledgee is not personally liable for any unpaid consideration due to the corporation. An heir or a legatee who is a permitted transferee may surrender the membership to the corporation without incurring any liability for any unpaid consideration.

IC 23-17-7-8Creditor's proceedings; liability of members; prerequisites; intervention and joinder

Sec. 8. (a) A proceeding may not be brought by a creditor to reach or apply the liability, if any, of a member to the corporation unless:

(1) final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part;

(2) the corporation has been adjudged bankrupt or a receiver has been appointed with the power to collect debts that a receiver on demand of a creditor to bring a proceeding has refused to do; or

However, a proceeding may not be brought more than three (3) years after the happening of any of the events described in this subsection.

(b) Creditors of the corporation, with or without reducing the creditor's claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) to reach and apply unpaid amounts due the corporation. Members who owe amounts to the corporation may be joined in the proceeding.

IC 23-17-7-9Advancements or loans to corporation; return or repayment

Sec. 9. A member may advance or loan money to the corporation that may be returned or repaid to the member at a time and under a condition that the corporation and the member agree. However, upon return or repayment, the member may not receive more than the principal amount of the money advanced or loaned, together with reasonable interest at a rate that is not in excess of market rate, whether fixed or variable, otherwise available without premium to the corporation under the same circumstances at the time of the advance or loan.

23-17-8-2Expulsion, suspension, or termination; procedures; limitation of actions; liability for obligations

23-17-8-3Purchase of memberships or membership rights; public benefit or religious corporation; mutual benefit corporation

IC 23-17-8-1Resignation; liability for obligations

(b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made before a resignation.

IC 23-17-8-2Expulsion, suspension, or termination; procedures; limitation of actions; liability for obligations

Sec. 2. (a) A member of a public benefit or mutual benefit corporation may not be expelled or suspended and a membership or memberships in such a corporation may not be terminated or suspended except under a procedure that is:

(b) A procedure is fair and reasonable under either of the following conditions:

(1) The articles of incorporation or bylaws set forth a procedure that provides the following:

(A) Not less than fifteen (15) days prior written notice of the expulsion, suspension, or termination and the reasons for the expulsion, suspension, or termination.

(B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension should not take place.

(2) The procedure is fair and reasonable taking into consideration all of the relevant facts and circumstances.

(c) Written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.

(d) A proceeding challenging an expulsion, a suspension, or a termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension, or termination.

(e) A member who has been expelled or suspended or whose membership is terminated may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before expulsion, suspension, or termination.

IC 23-17-8-3Purchase of memberships or membership rights; public benefit or religious corporation; mutual benefit corporation

Sec. 3. (a) A public benefit or religious corporation may not purchase any of the corporation's memberships or any right arising from a membership.

(b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and under the conditions set forth in or authorized by the corporation's articles of incorporation or bylaws. A payment may not be made in violation of IC 23-17-21.

IC 23-17-9-1Authority

Sec. 1. A corporation may provide in articles of incorporation or bylaws that delegates have some or all of the authority of members.

IC 23-17-9-2Articles of incorporation or bylaws; provisions

Sec. 2. The articles of incorporation or bylaws may set forth provisions relating to the following:

(1) The characteristics, qualifications, rights, limitations, and obligations of delegates, including selection and removal.

23-17-10-1Annual and regular membership meetings; meetings and participation by remote communication

23-17-10-2Special meetings; meetings and participation by remote communication

23-17-10-4Action taken without meeting; approval of action by members holding 80 percent of votes entitled to be cast

23-17-10-8Action taken without meeting; delivery of written ballots to members entitled to vote on matter

IC 23-17-10-1Annual and regular membership meetings; meetings and participation by remote communication

Sec. 1. (a) A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

(c) Annual and regular membership meetings may be held inside of or outside of Indiana at the place stated in or fixed in accordance with the bylaws.

(d) A corporation's bylaws adopted under this chapter may provide that an annual or regular membership meeting will not be held in any place, but may instead be held solely by means of remote communication. If a place for meeting is not stated in or fixed in accordance with the bylaws, the board of directors may either:

(2) elect that the meeting will not be held at any place but solely by means of remote communication.

(e) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, members not physically present at an annual or regular membership meeting may do the following:

(1) Participate in the annual or regular membership meeting by means of remote communication.

(2) If the conditions under subsection (f) are met, be considered present in person and vote at the annual or regular membership meeting, regardless of whether the meeting is held in person or by means of remote communication.

(f) To conduct an annual or regular membership meeting by means of remote communication, a corporation must do the following:

(1) Implement reasonable measures to verify the identity of each member considered present and permitted to vote at the meeting.

(2) Implement reasonable measures to ensure all members have an opportunity to participate and vote on matters discussed at the meeting, including an opportunity to read or hear the proceedings.

(3) Maintain minutes of the meeting, including a record of any votes cast or actions taken by a member.

(1) the president and chief financial officer or the president's and the chief financial officer's designees shall report on the activities and financial condition of the corporation; and

(2) the members shall consider and act upon other matters as may be raised consistent with the notice requirements of section 5 of this chapter and IC 23-17-11-4(b).

(h) At regular meetings the members shall consider and act upon matters as may be raised consistent with the notice requirements of section 5 of this chapter and IC 23-17-11-4(b).

(i) The failure to hold an annual or a regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not do any of the following:

IC 23-17-10-2Special meetings; meetings and participation by remote communication

Sec. 2. (a) A corporation with members must hold a special meeting of members as follows:

(1) On call of the corporation's president or board of directors or other person, including a member or an officer, specifically authorized to do so by the articles of incorporation or bylaws.

(2) Except as provided in the articles of incorporation or bylaws of a religious corporation, if the holders of at least ten percent (10%) of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary at least one (1) written demand for the meeting describing the purpose for which the meeting is to be held.

(b) Unless otherwise provided under section 7 of this chapter, the close of business on the thirtieth day before delivery of the demand for a special meeting to a corporate officer is the record date for the purpose of determining if the ten percent (10%) requirement of subsection (a) has been met.

(c) If a notice for a special meeting demanded under subsection (a)(2) is not given under section 5 of this chapter within thirty (30) days after the date the written demand is delivered to the corporation's secretary, regardless of the requirements of subsection (d), a person signing the demand may do the following:

(d) A special meeting of members may be held inside or outside of Indiana at the place stated in or fixed in accordance with the bylaws.

(e) The bylaws may provide that a special membership meeting will not be held in any place but may instead be held solely by means of remote communication. If a place for meeting is not stated in or fixed in accordance with the bylaws, the board of directors may either:

(2) elect that the special membership meeting will not be held at any place, but solely by means of remote communication.

(f) If provided for in the bylaws or authorized by the board of directors, and subject to any guidelines and procedures the board of directors adopts, members not physically present at a special meeting of members may:

(1) participate in the special meeting of members by means of remote communication; and

(2) if the conditions under subsection (g) are met, be considered present in person and vote at the special meeting of members, regardless of whether the meeting is held at a designated place or solely by means of remote communication.

(g) To conduct a special meeting by means of remote communication, the corporation must do the following:

(1) Implement reasonable measures to verify the identity of each member considered present and permitted to vote at the meeting.

(2) Implement reasonable measures to ensure all members have an opportunity to participate and vote on matters discussed at the meeting, including an opportunity to read or hear the proceedings.

(3) Maintain minutes of the meeting, including a record of any votes cast or actions taken by a member.

(h) Only those matters that are within the purposes described in the meeting notice required under section 5 of this chapter may be conducted at a special meeting of members.

IC 23-17-10-3Court ordered meetings

Sec. 3. The circuit court or superior court of the county where a corporation's principal office is located or, if no principal office is located in Indiana, the corporation's registered office, may order a meeting to be held and may fix the time and place of the meeting that shall be conducted in accordance with the corporation's articles of incorporation and bylaws as follows:

(1) On application of a member or other person entitled to participate in an annual or a regular meeting if an annual meeting was not held within the earlier of the following:

(2) On application of a member or other person entitled to participate in a regular meeting if a regular meeting is not held within forty (40) days after the date it was required to be held.

(3) On application of a member who signed a demand for a special meeting valid under section 2 of this chapter, a person entitled to call a special meeting if:

(A) notice of the special meeting was not given within sixty (60) days after the date the demand was delivered to the corporation's secretary; or

IC 23-17-10-4Action taken without meeting; approval of action by members holding 80 percent of votes entitled to be cast

Sec. 4. (a) Unless limited or prohibited by the articles of incorporation or bylaws, action required or permitted by this article to be approved by the members may be taken without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the votes entitled to be cast on the action. The action must be evidenced by at least one (1) written consent describing the action taken that meets the following conditions:

(1) Is signed by the members representing at least eighty percent (80%) of the votes entitled to be cast on the action.

(2) Is delivered to the corporation for inclusion in the minutes or filing with the corporation's records.

(b) If not otherwise determined under section 3 or 7 of this chapter, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).

(d) Action taken under this section is effective when the last member necessary to meet the eighty percent (80%) requirement signs the consent unless a prior or subsequent effective date is specified in the consent.

IC 23-17-10-5Notice of meetings

Sec. 5. (a) A corporation shall give notice of meetings of members in a fair and reasonable manner.

(b) A notice that conforms to the requirements of subsection (c) is fair and reasonable. However, other means of giving notice may also be fair and reasonable when all the circumstances are considered if notice of matters referred to in subsection (c)(2) is given as provided in subsection (c).

(c) Unless fair and reasonable notice is otherwise specified in a corporation's bylaws, notice is fair and reasonable if the following occur:

(1) The corporation notifies the corporation's members of the place, date, and time of each annual, regular, and special meeting of members not less than ten (10) days, or, if notice is mailed by other than first class or registered mail, thirty (30) days to sixty (60) days, before the meeting date.

(3) Notice of a special meeting includes a description of the purpose for which the meeting is called.

(5) For a corporation, other than a veteran's organization, having more than one thousand (1,000) members, notice of the place, date, and time of an annual, a regular, or a special meeting, and in the case of a special meeting, the purpose of the special meeting, may be given by one (1) publication in a newspaper of general circulation, printed in English, in the county in which the corporation has the corporation's principal office if the publication is made not less than ten (10) days and not more than thirty (30) days before the meeting date.

(d) Unless the bylaws require otherwise, if an annual, a regular, or a special meeting of members is adjourned to a different date, time, or place, notice is not required to be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7 of this chapter, however, notice of the adjourned meeting must be given under this section to persons who are members as of the new record date.

IC 23-17-10-6Waiver of notice

Sec. 6. (a) A member may waive a notice required by this article, articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver by the member entitled to the notice must be as follows:

(3) Delivered to the corporation for inclusion in the minutes or filing with the corporation's records.

(1) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the member objects to considering the matter when the matter is presented.

IC 23-17-10-7Record date

Sec. 7. (a) Bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a members' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as a record date. If a record date is not fixed, the record date is determined as follows:

(1) If members are entitled to notice of a members' meeting, the record date is the business day preceding the date on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held.

(2) If members are entitled to vote at a members' meeting, the record date is the date of the meeting.

(3) If members are entitled to exercise any rights in respect of any other lawful action, the record date is the day on which the board of directors adopts the resolution relating the action or the sixtieth day before the date of other action, whichever is later.

(b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.

(c) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board of directors fixes a new date for determining the right to notice or the right to vote. A board of directors must fix the new date if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting.

(d) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, the court may:

(1) provide that the original record date for notice or voting continues in effect; or

IC 23-17-10-8Action taken without meeting; delivery of written ballots to members entitled to vote on matter

Sec. 8. (a) Unless prohibited or limited by articles of incorporation or bylaws, an action that may be taken at an annual, a regular, or a special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.

(1) The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.

(2) The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(2) State the percentage of approvals necessary to approve each matter other than the election of directors.

(3) Specify the time by which a ballot must be received by the corporation to be counted.

(e) Except as otherwise provided in articles of incorporation or bylaws, a written ballot may not be revoked.

23-17-11-1List of members entitled to notice of meeting; inspection; validity of action not affected by unavailability of list; limitation on inspection imposed by religious and public benefit corporations

23-17-11-2Refusal to provide names or identifying information relating to contributors

23-17-11-3Member entitled to one vote; membership standing of record in names of two or more persons

23-17-11-4Quorum; increasing or decreasing quorum; vote on matter not described in notice for regular or annual meeting; votes considered present for quorum purposes

23-17-11-8Election of directors; organizational unit, geographic unit, preferential voting, or other reasonable method

23-17-11-9Acceptance or rejection of votes; liability; validity of corporate action

IC 23-17-11-1List of members entitled to notice of meeting; inspection; validity of action not affected by unavailability of list; limitation on inspection imposed by religious and public benefit corporations

Sec. 1. (a) After fixing a record date for a notice of a meeting, a corporation shall prepare a list of the names of the corporation's members who are entitled to notice of a members' meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.

(b) The list of members must be available for inspection by a member for the purpose of communication with other members concerning the meeting, beginning five (5) business days before the date of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. Subject to IC 23-17-27-2(c) and IC 23-17-27-5:

may, on written demand, inspect and copy the list, during regular business hours and at the member's expense, during the period the list is available for inspection.

(c) The corporation shall make the list of members available at the meeting, and a member, the member's agent, or an attorney authorized in writing may inspect the list at any time during the meeting or an adjournment.

(d) If the corporation refuses to allow a member, the member's agent, or an attorney authorized in writing to inspect or copy the list of members during the period specified in subsection (b), the circuit court or superior court of the county where a corporation's principal office, or, if no principal office is located in Indiana, the corporation's registered office, is located, on application of the member, may order the inspection or copying.

(e) Refusal or failure to prepare or make available the list of members does not affect the validity of an action taken at the meeting.

(f) The use and distribution of information acquired from inspection or copying the list of members under the rights granted by this section are subject to IC 23-17-27-2(c) and IC 23-17-27-5.

(g) The articles of incorporation or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy the corporation's records.

(h) The articles of incorporation of a public benefit corporation may limit or abolish the right of a member, the member's agent, or an attorney authorized in writing to inspect or copy the membership list if the corporation provides a reasonable means to mail communications concerning the corporation to other members through the corporation at the expense of the member making the request.

IC 23-17-11-2Refusal to provide names or identifying information relating to contributors

Sec. 2. Notwithstanding the requirements of this article, a corporation may refuse to provide names or identifying information relating to contributors.

IC 23-17-11-3Member entitled to one vote; membership standing of record in names of two or more persons

Sec. 3. (a) Unless articles of incorporation or bylaws provide otherwise, a member is entitled to one (1) vote on each matter voted on by the members.

(b) Unless articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of at least two (2) persons, the acts of the persons with respect to voting have the following effect:

(2) If more than one (1) person votes, the vote shall be divided on a pro rata basis.

IC 23-17-11-4Quorum; increasing or decreasing quorum; vote on matter not described in notice for regular or annual meeting; votes considered present for quorum purposes

Sec. 4. (a) Unless this article, articles of incorporation, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter constitutes a quorum for action on that matter.

(b) An amendment of articles of incorporation or bylaws to decrease the quorum for a member action may be approved by either of the following:

(2) Unless prohibited by articles of incorporation or bylaws, the board of directors.

(c) An amendment of articles of incorporation or bylaws to increase the quorum required for a member action must be approved by the members.

(d) Unless at least one-third (1/3) of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or a regular meeting of members are those matters that are described in the meeting notice.

(e) After a vote is represented for any purpose at a meeting, the vote is considered present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

IC 23-17-11-5Voting; approval of actions

Sec. 5. (a) If a quorum exists, action on a matter other than the election of directors is approved if the votes cast favoring the action exceed the votes cast opposing the action unless this article, articles of incorporation, or bylaws require a greater number of affirmative votes.

(b) An amendment to articles of incorporation or bylaws to increase, decrease, or otherwise change the vote required for a member action must be approved by the members.

IC 23-17-11-6Vote by proxy

(b) Unless articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form:

(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a shorter or longer period is expressly provided in the appointment form.

(e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.

(f) Subject to section 8 of this chapter and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation may accept the proxy's vote or other action as that of the member making the appointment.

IC 23-17-11-7Election of directors; cumulative voting

Sec. 7. (a) Unless otherwise provided in articles of incorporation or bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.

(b) Members may not cumulate votes for directors unless articles of incorporation or bylaws so provide.

(c) A statement included in articles of incorporation or bylaws that states all or a designated class of members is "entitled to cumulate their votes for directors" (or similar words) means that the members designated may do the following:

(1) Multiply the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote.

(2) Cast the product for a single candidate or distribute the product among at least two (2) candidates.

(d) Cumulative voting may not occur at a particular meeting unless either of the following occur:

(1) The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized.

(2) A member who has the right to cumulate the member's votes gives notice at least forty-eight (48) hours before the time set for the meeting of the member's intent to cumulate the members' votes during the meeting, and if one (1) member gives this notice, all other members of the same class participating in the election are entitled to cumulate the members' votes without giving further notice.

(e) A director elected by cumulative voting may be removed by the members without cause if the requirements of IC 23-17-12-8 are met unless the following occur:

(1) The votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast or, if the action is taken by written ballot, all memberships entitled to vote were voted.

(2) The entire number of directors authorized at the time of the director's most recent election were then being elected.

(f) Members may not cumulatively vote if the directors and members are identical.

IC 23-17-11-8Election of directors; organizational unit, geographic unit, preferential voting, or other reasonable method

Sec. 8. A corporation may provide in the corporation's articles of incorporation or bylaws for election of directors by members or delegates:

IC 23-17-11-9Acceptance or rejection of votes; liability; validity of corporate action

Sec. 9. (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give the vote, consent, waiver, or proxy appointment effect as the act of the member.

(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of the member, the corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give the vote, consent, waiver, or proxy appointment effect as the act of the member if the following conditions exist:

(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity.

(2) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment.

(3) At least two (2) persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders.

(A) The name signed purports to be that of an administrator, an executor, a guardian, or a conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(c) The corporation may reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about any of the following:

(1) The validity of the signature on the vote, consent, waiver, or proxy appointment.

(d) A corporation and a corporation's officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(e) A corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

23-17-12-1Necessity of having board of directors; exercise of corporate powers; management of corporate business; delegation of powers

23-17-12-10Removal of director by vote of directors; reasons set forth in articles of incorporation or in bylaws

IC 23-17-12-1Necessity of having board of directors; exercise of corporate powers; management of corporate business; delegation of powers

(c) Articles of incorporation may authorize a person or a group of persons or the manner of designating a person or a group of persons to exercise some or all of the powers that would otherwise be exercised by a board of directors. To the extent authorized:

(1) the person or group of persons has the duties and responsibilities of the directors;

(2) the directors are relieved to that extent from the duties and responsibilities; and

(3) the person or group of persons should be considered a director or directors for purposes of IC 23-17-13 and IC 23-17-16.

IC 23-17-12-2Qualifications

(b) Articles of incorporation or bylaws may prescribe qualifications for directors.

IC 23-17-12-3Number of directors; increase or decrease in number

Sec. 3. (a) A board of directors must consist of at least three (3) individuals, with the number specified in or fixed in accordance with articles of incorporation or bylaws.

(b) The number of directors may be increased or decreased, but to not less than three (3), by an amendment to or in a manner prescribed in articles of incorporation or bylaws.

IC 23-17-12-4Time and method of election

Sec. 4. (a) If a corporation has members, all the directors except the initial directors shall be elected at the first annual meeting of members and at each annual meeting after the first annual meeting, unless articles of incorporation or bylaws provide:

(b) If a corporation does not have members, all the directors except the initial directors shall be elected, designated, or appointed as provided in articles of incorporation or bylaws. If a method of election, designation, or appointment is not set forth in articles of incorporation or bylaws, the directors other than the initial directors shall be elected by the board of directors.

Sec. 5. (a) Articles of incorporation or bylaws must specify the terms of directors. Except for designated or appointed directors, the term of a director may not exceed five (5) years. In the absence of a term specified in articles of incorporation or bylaws, the term of a director is one (1) year. Directors may be elected for successive terms.

(b) Subject to sections 8 through 11 of this chapter, a decrease in the number of directors or term of office does not shorten an incumbent director's term.

(1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and

(2) the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.

(d) Despite the expiration of a director's term, the director continues to serve until:

IC 23-17-12-6Staggered terms

Sec. 6. Articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of groups is not required to be uniform.

IC 23-17-12-7Resignation

Sec. 7. (a) A director may resign at any time by delivering written notice to one (1) of the following:

(b) A resignation is effective when the notice is effective under IC 23-17-28 unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

IC 23-17-12-8Removal of director by vote of members

Sec. 8. (a) Members may remove a director elected by the members with or without cause unless articles of incorporation provide otherwise.

(b) Except when otherwise provided in the articles of incorporation, if a director is elected by:

the director may be removed only by the members of the class, chapter, unit, or grouping entitled to vote.

(c) Except as provided in section 10 of this chapter, a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

(2) the director was elected by a class, chapter, unit, or grouping of members, the number of votes of the class, chapter, unit, or grouping;

sufficient to elect the director under cumulative voting is voted against the director's removal.

(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose of the meeting is the removal of the director.

(f) In determining if a director is protected from removal under subsection (b), (c), or (d), it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of the director's election.

(g) An entire board of directors may be removed under subsections (a) through (e).

IC 23-17-12-9Removal of director by vote of directors

Sec. 9. A director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office, unless a greater number is set forth in articles of incorporation or bylaws.

However, a director elected by the board of directors to fill the vacancy of a director elected by the members may be removed without cause by the members but not by the board of directors.

IC 23-17-12-10Removal of director by vote of directors; reasons set forth in articles of incorporation or in bylaws

Sec. 10. If at the beginning of a director's term on the board of directors articles of incorporation or bylaws provide that the director may be removed for reasons set forth in the articles of incorporation or bylaws, the board of directors may remove the director for the reasons. The director may be removed only if a majority of the directors then in office votes for the removal.

IC 23-17-12-11Religious corporations; removal of directors

Sec. 11. The articles of incorporation or bylaws of a religious corporation may do the following:

(2) Set forth the vote and procedures by which the board of directors or a person may remove with or without cause a director elected by the members or the board of directors.

IC 23-17-12-12Removal of designated or appointed directors

Sec. 12. (a) A designated director may be removed by an amendment to articles of incorporation or bylaws deleting or changing the designation.

(b) Except as provided in articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person appointing the director. The person removing the director must do so by giving written notice of the removal to the following:

(2) The presiding officer of the board of directors or the corporation's president or secretary.

A removal is effective when the notice is effective under this article unless the notice specifies a future effective date.

IC 23-17-12-13Removal by court order

Sec. 13. (a) The circuit court or superior court of the county where a corporation's principal office is located may remove a director of the corporation from office in a proceeding commenced by the corporation or at least ten percent (10%) of the members of a class entitled to vote for directors, if the following conditions exist:

(B) a final judgment has been entered finding that the director has violated a duty under IC 23-17-13.

(b) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.

(d) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section.

IC 23-17-12-14Filling vacancies

Sec. 14. (a) Unless the articles of incorporation or bylaws provide otherwise and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, one (1) of the following may occur:

(1) The members entitled to vote for directors, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter, other organizational unit, or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members.

(3) If the directors remaining in office constitute fewer than a quorum of the board of directors, the remaining directors may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.

(b) Unless articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(c) If a vacant office was held by a designated director, the vacancy must be filled as provided in articles of incorporation or bylaws. In the absence of an applicable article of incorporation or bylaw, the vacancy may not be filled by the board of directors.

(d) A vacancy that will occur at a specific later date because of a resignation effective at a later date under section 7(b) of this chapter or otherwise may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.

IC 23-17-12-15Compensation

Sec. 15. Unless articles of incorporation or bylaws provide otherwise, a board of directors may fix the compensation of directors.

23-17-13-1Duties; reliance on statements of and information given by others; conditions for liability; director not trustee

23-17-13-2.5Contracts and transactions in which member, director, officer, or member of designated body has interest

23-17-13-3Loans to and guarantees of obligations of directors or officers

IC 23-17-13-1Duties; reliance on statements of and information given by others; conditions for liability; director not trustee

Sec. 1. (a) A director shall, based on facts then known to the director, discharge duties as a director, including the director's duties as a member of a committee, as follows:

(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(3) In a manner the director reasonably believes to be in the best interests of the corporation.

(b) In discharging the director's duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by one (1) of the following:

(1) An officer or employee of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.

(2) Legal counsel, certified public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence.

(3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

(4) In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.

(c) A director is not acting in good faith if the director has knowledge concerning a matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) A director is not liable for an action taken as a director, or failure to take an action, unless the:

(1) director has breached or failed to perform the duties of the director's office in compliance with this section; and

(2) breach or failure to perform constitutes willful misconduct or recklessness.

(e) A director is not considered to be a trustee with respect to a corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.

IC 23-17-13-2Repealed

IC 23-17-13-2.5Contracts and transactions in which member, director, officer, or member of designated body has interest

Sec. 2.5. (a) This section applies unless the articles of incorporation or bylaws of a corporation provide otherwise.

(1) a corporation and one (1) or more of the corporation's members, directors, members of a designated body, or officers; or

(2) a corporation and any other corporation, partnership, association, or entity in which one (1) or more of the corporation's members, directors, officers, or members of a designated body:

is not void or voidable solely because of the relationship or interest, solely because the member, director, member of a designated body, or officer is present at or participates in the meeting of the board of directors that authorizes the contract or transaction, or solely because the vote of the member, director, member of a designated body, or officer is counted for authorizing the contract or transaction.

(c) A contract or transaction described under subsection (b) is not void or voidable as provided under subsection (b) if one (1) or more of the following apply:

(i) relationship or interest of a member, a director, a member of a designated body, or an officer; and

(B) board of directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even if the disinterested directors are less than a quorum.

(i) relationship or interest of the member, director, member of a designated body, or officer; and

are disclosed or known to the members who are entitled to vote on the contract or transaction; and

(B) contract or transaction is specifically approved in good faith by a vote of the members who are entitled to vote on the contract or transaction.

(3) The contract or transaction is fair as to the corporation at the time the contract or transaction is authorized, approved, or ratified by the board of directors or the members.

(d) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes a contract or transaction described under subsection (b).

IC 23-17-13-3Loans to and guarantees of obligations of directors or officers

(b) A loan or guaranty that is made in violation of this section does not affect the borrower's liability on the loan.

IC 23-17-13-4Unlawful distributions; liability

Sec. 4. (a) Subject to section 1(d) of this chapter, a director who votes for or assents to a distribution made in violation of this article or articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds the amount that could have been distributed without violating this article or articles of incorporation.

(b) A director who is held liable for an unlawful distribution under subsection (a) is entitled to contribution from the following:

(1) Every other director who voted for or assented to the distribution, subject to section 1(d) of this chapter.

(2) Each person who received an unlawful distribution for the amount of the distribution accepted whether or not the person receiving the distribution knew the distribution was made in violation of this article, articles of incorporation, or the bylaws.

23-17-14-1Required officers; preparation of minutes of meetings and authentication of corporate records; offices held simultaneously

23-17-14-4Election, appointment, resignation, or removal; contract rights

IC 23-17-14-1Required officers; preparation of minutes of meetings and authentication of corporate records; offices held simultaneously

Sec. 1. (a) Unless otherwise provided in articles of incorporation or bylaws, a corporation must have a president, a secretary, a treasurer, and other officers appointed by the board of directors.

(b) Bylaws or a board of directors must delegate to one (1) of the officers the responsibility for the following:

Sec. 2. An officer shall perform the duties set forth in bylaws or, to the extent consistent with bylaws, the duties prescribed:

(2) by direction of an officer authorized by the board of directors to prescribe the duties of other officers.

IC 23-17-14-3Resignation

Sec. 3. (a) An officer may resign at any time by delivering notice to one (1) of the following:

(1) The board of directors, the chairman of the board of directors, or the secretary of the corporation.

(2) If articles of incorporation or bylaws provide, to another designated officer.

(b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If:

the corporation's board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

(d) An officer who appoints another officer or assistant officer may remove the appointed officer or assistant officer at any time with or without cause.

IC 23-17-14-4Election, appointment, resignation, or removal; contract rights

Sec. 4. (a) The election or appointment of an officer does not create contract rights.

(b) An officer's removal does not affect the officer's contract rights with the corporation. An officer's resignation does not affect the corporation's contract rights with the officer. Removal or resignation of an officer does not affect the contract rights of the officer or the corporation.

IC 23-17-15Chapter 15. Meetings and Action of Board of Directors

23-17-15-1Regular and special meetings; location of meetings; means of participation in meeting

23-17-15-5Quorum; affirmative vote of majority of directors constitutes act of board

23-17-15-5.5Mutual benefit corporations; proxy voting for electric cooperatives

IC 23-17-15-1Regular and special meetings; location of meetings; means of participation in meeting

(b) The board of directors may hold regular or special meetings inside or outside of Indiana.

any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

IC 23-17-15-2Action taken without meeting

Sec. 2. (a) Unless articles of incorporation or bylaws provide otherwise, action required or permitted by this article to be taken at a meeting of a board of directors may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by at least one (1) written consent:

(3) included in the minutes or filed with the corporate records reflecting the action taken.

(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a prior or subsequent effective date.

IC 23-17-15-3Notice of meeting

Sec. 3. (a) Unless articles of incorporation or bylaws provide otherwise, regular meetings of a board of directors may be held without notice of the date, time, place, or purpose of the meeting.

(b) Unless articles of incorporation or bylaws provide otherwise, special meetings of the board of directors must be preceded by notice of at least two (2) days to each director of the date, time, and place of the meeting. The notice is not required to describe the purpose of the special meeting unless required by articles of incorporation or bylaws.

IC 23-17-15-4Waiver of notice of meeting

Sec. 4. (a) A director may waive a notice required by this article, articles of incorporation, or bylaws. Except as provided by subsection (b), the waiver must be:

(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly upon the director's arrival objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.

IC 23-17-15-5Quorum; affirmative vote of majority of directors constitutes act of board

Sec. 5. (a) Except as otherwise provided in this article, articles of incorporation, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. Articles of incorporation or bylaws may not authorize a quorum of fewer than the greater of the following:

(b) If a quorum is present in person when a vote is taken, the affirmative vote of a majority of directors:

who are present in person or by proxy as provided under section 5.5 of this chapter;

when the act is taken is the act of the board of directors unless this article, articles of incorporation, or bylaws require the vote of a greater number of directors.

IC 23-17-15-5.5Mutual benefit corporations; proxy voting for electric cooperatives

(b) A director of a mutual benefit corporation described in subsection (a) may vote in person or by proxy.

(c) Unless articles of incorporation or bylaws limit proxy voting, a director of a mutual benefit corporation described in subsection (a) may appoint a proxy to act for the director. A director may appoint a proxy by signing an appointment form:

(d) A proxy appointed under subsection (c) must be another member of the board of directors of the member that is represented by the director who appoints the proxy.

(e) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months, unless the appointment form conspicuously states that the appointment is for a shorter or longer period.

(g) The death of the director appointing a proxy does not affect the right of the mutual benefit corporation to accept the proxy's authority unless notice of the death is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.

(h) The incapacity of the director appointing a proxy does not affect the right of the mutual benefit corporation to accept the proxy's authority.

(i) Subject to any express limitation on the proxy's authority appearing on the face of the appointment form, a mutual benefit corporation described in subsection (a) may accept the proxy's vote or other action as that of the director making the appointment.

IC 23-17-15-6Committees

Sec. 6. (a) Unless this article, the articles of incorporation, or bylaws provide otherwise, a board of directors may create one (1) or more committees that consist of one (1) or more members of the board of directors.

(b) Unless otherwise provided under this article, the creation of a committee and appointment of members to the committee must be approved by the greater of:

(2) the number of directors required by articles of incorporation or bylaws to take action under section 5 of this chapter.

(d) To the extent specified by the board of directors or in articles of incorporation or bylaws, a committee may exercise the authority of the board of directors under IC 23-17-12-1.

(2) Approve or recommend to members action required to be approved by members under this article.

(3) Subject to subsection (g), fill vacancies on the board of directors or on a committee.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described under IC 23-17-13-1.

(g) The board of directors may appoint one (1) or more directors as alternate members of a committee to replace an absent or a disqualified member during the member's absence or disqualification. Unless the articles of incorporation, bylaws, or the resolution creating the committee provides otherwise, in the event of the absence or disqualification of a member of a committee, the members present at a meeting and not disqualified from voting may unanimously appoint another director to act in place of the absent or disqualified member.

(h) A corporation may create or authorize the creation of one (1) or more advisory committees whose members need not be directors.

23-17-16-8Grounds for indemnification; conduct with respect to employee benefit plans; judgment, order, settlement, conviction, or nolo contendere plea not determinative of failure to meet standard of conduct

23-17-16-10Reasonable expense payments in advance of final disposition

23-17-16-11Application to court; grounds for ordering indemnification

23-17-16-12Authorization of indemnification; evaluation as to reasonableness of expenses; procedures of board of directors

23-17-16-15Other rights to indemnification; reimbursement of expenses of appearing as witness

IC 23-17-16-1Corporation defined

Sec. 1. As used in this chapter, "corporation" includes a corporation organized under or governed by this chapter and a domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

IC 23-17-16-2Director defined

Sec. 2. (a) As used in this chapter, "director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, an officer, a member, a manager, a partner, a trustee, an employee, or an agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan.

IC 23-17-16-3Expenses as including attorney's fees

IC 23-17-16-4Liability defined

Sec. 4. As used in this chapter, "liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding.

IC 23-17-16-5Official capacity defined

(1) When used with respect to a director, the office of director in a corporation.

(2) When used with respect to an individual other than a director under section 13 of this chapter, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation.

(b) The term does not include service for any other foreign or domestic corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not.

IC 23-17-16-6Party defined

Sec. 6. As used in this chapter, "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

IC 23-17-16-7Proceeding defined

Sec. 7. As used in this chapter, "proceeding" means a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

IC 23-17-16-8Grounds for indemnification; conduct with respect to employee benefit plans; judgment, order, settlement, conviction, or nolo contendere plea not determinative of failure to meet standard of conduct

Sec. 8. (a) If an individual is made a party to a proceeding because the individual is or was a director, a corporation may indemnify the individual against liability incurred in the proceeding if:

(A) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in the corporation's best interests; and

(B) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests; and

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not determinative that a director did not meet the standard of conduct described in this section.

IC 23-17-16-9Director wholly successful in defense of proceeding

Sec. 9. Unless limited by articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of a proceeding to which the director was a party, because the director is or was a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding.

IC 23-17-16-10Reasonable expense payments in advance of final disposition

Sec. 10. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the following occur:

(1) The director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 8 of this chapter.

(2) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay an advance if it is ultimately determined that the director did not meet the standard of conduct.

(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.

(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 12 of this chapter.

IC 23-17-16-11Application to court; grounds for ordering indemnification

Sec. 11. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court may, after giving any notice the court considers necessary, order indemnification in the amount the court considers proper if the court determines one (1) of the following:

(1) The director is entitled to mandatory indemnification under section 9 of this chapter, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court ordered indemnification.

(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 8 of this chapter.

IC 23-17-16-12Authorization of indemnification; evaluation as to reasonableness of expenses; procedures of board of directors

(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding.

(2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee designated by the board of directors consisting solely of at least two (2) directors not at the time parties to the proceeding. Directors who are parties may participate in the designation.

(A) selected by the board of directors or a committee of the board of directors in the manner prescribed in subdivision (1) or (2); or

(B) if a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors. Directors who are parties may participate in the selection.

(4) By the members. However, memberships voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination is made by special legal counsel, authorization of indemnification and evaluation as to the reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.

IC 23-17-16-13Indemnification of officers, employees, and agents

(B) apply for court ordered indemnification under section 11 of this chapter in each case;

(2) the corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation, whether or not a director, to the same extent as to a director; and

(3) a corporation may indemnify and advance expenses to an officer, employee, or agent, whether or not a director, to the extent and consistent with public policy that may be provided by articles of incorporation, bylaws, general or specific action of the corporation's board of directors, or contract.

IC 23-17-16-14Purchase of insurance

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual who is or was:

(4) while a director, an officer, an employee, or an agent of the corporation, is or was serving at the request of the corporation as a director, an officer, a member, a manager, a partner, a trustee, an employee, or an agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise;

against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, an officer, an employee, or an agent, whether or not the corporation would have power to indemnify the individual against the same liability under section 8 or 9 of this chapter.

IC 23-17-16-15Other rights to indemnification; reimbursement of expenses of appearing as witness

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude other rights to indemnification and advance for expenses that a person may have under the following:

(3) Any other authorization, whenever adopted after notice, by a majority vote of all the voting members of the corporation.

(4) other duly adopted authorization of indemnification or advance for expenses;

limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles of incorporation, bylaws, or resolution of the board of directors or of the members, or other duly adopted authorization of indemnification or advance for expenses.

(c) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director, an officer, an employee, or an agent in connection with the person's appearance as a witness in a proceeding at a time when the person has not been made a named defendant respondent to the proceeding.

23-17-17-2Termination, redemption, or cancellation of members or class of members of public benefit or mutual benefit corporation

23-17-17-3Adding or changing required or permitted provision; deleting provision not required

23-17-17-4Adoption by board of directors without member approval; amendments adopted by incorporators

23-17-17-5Approval by board of directors, members, and person whose approval is required; initiation of amendment by board of directors; approval at membership meeting; notice; approval by written consent or ballot; amendment summary

23-17-17-6Public benefit, mutual benefit, or religious corporation; vote by members of class

23-17-17-7Delivery to secretary of state of articles of amendment; amendment changing corporate name

23-17-17-8Restatement of articles of incorporation; amendment of articles included in restatement; approval

23-17-17-9Articles of restatement; delivery to secretary of state; statements required to be included; effect of restated articles; certification by secretary of state

23-17-17-10Amendment of articles of incorporation to carry out reorganization plan

23-17-17-11Rights, claims, proceedings, and limitations not affected by amendment to articles or by change of corporate name

IC 23-17-17-1Written approval by specified person

Sec. 1. Articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board of directors. The requirement may only be amended with the approval in writing of the person.

IC 23-17-17-2Termination, redemption, or cancellation of members or class of members of public benefit or mutual benefit corporation

Sec. 2. (a) An amendment to articles of incorporation or bylaws of a public benefit or mutual benefit corporation that would terminate all members or a class of members or redeem or cancel all memberships or a class of memberships must meet the requirements of this article.

(b) Before adopting a resolution proposing an amendment under this section, the board of directors of a mutual benefit corporation must give notice of the general nature of the amendment to the members.

(c) After adopting a resolution proposing an amendment under this section, the notice to members proposing the amendment must include a statement of not more than five hundred (500) words opposing the proposed amendment if the statement is submitted by:

whichever is less, not later than twenty (20) days after the board of directors has voted to submit the amendment to the members for approval. In a public benefit corporation, the production and mailing costs shall be paid by the requesting members. In a mutual benefit corporation, the production and mailing costs shall be paid by the corporation.

(d) An amendment under this section must be approved by the members by a majority of the votes cast by each class.

(e) IC 23-17-8-2 does not apply to an amendment under this section meeting the requirements of this article.

IC 23-17-17-3Adding or changing required or permitted provision; deleting provision not required

Sec. 3. (a) A corporation may amend the corporation's articles of incorporation to do any of the following:

(b) Whether a provision is required or permitted in the articles must be determined as of the effective date of the amendment.

IC 23-17-17-4Adoption by board of directors without member approval; amendments adopted by incorporators

Sec. 4. (a) Unless articles of incorporation provide otherwise, a corporation's board of directors may adopt at least one (1) amendment to the corporation's articles without member approval to do the following:

(1) To extend the duration of the corporation that was incorporated at a time when limited duration was required by law.

(2) To delete the names and addresses of the initial directors and incorporators.

(3) To delete the name and address of the initial registered agent or registered office if a statement of change is on file with the secretary of state.

(4) To change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name or by adding, deleting, or changing a geographical attribution to the name.

(5) To delete a mailing address if a biennial report has been filed with the secretary of state.

(6) To include a statement identifying the corporation as a public benefit, mutual benefit, or religious corporation.

(7) To make any other change expressly permitted by this article to be made by director action.

(b) If a corporation has no members, the corporation's incorporators may, until directors have been chosen and then the corporation's board of directors, adopt amendments to the corporation's articles of incorporation subject to any approval required under section 1 of this chapter. The amendment must be approved by a majority of the directors in office or, if the directors have not yet been chosen, by a majority of the incorporators, at the time the amendment is adopted. The corporation shall provide notice of a meeting at which an amendment is to be voted upon. The notice must do the following:

(2) State that the purpose of the meeting is to consider a proposed amendment to the articles of incorporation.

(3) Contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.120; P.L.96-1993, SEC.11; P.L.119-2015, SEC.53.

IC 23-17-17-5Approval by board of directors, members, and person whose approval is required; initiation of amendment by board of directors; approval at membership meeting; notice; approval by written consent or ballot; amendment summary

Sec. 5. (a) Unless this article, articles of incorporation, bylaws, or the board of directors acting under subsection (b) require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted must be approved as follows:

(2) Except as provided in section 4(a) of this chapter, by the members by a majority of the votes cast.

(3) In writing by a person whose approval is required by a provision of the articles of incorporation authorized under section 1 of this chapter.

(b) Unless articles of incorporation provide otherwise, amendments to the articles of incorporation must be initiated by the board of directors. The board of directors may condition an amendment's adoption on receipt of a higher percentage of affirmative votes of the members or another basis.

(c) If a board of directors seeks to have an amendment approved by the members at a membership meeting, the corporation shall give notice to the corporation's members of the proposed membership meeting in writing in accordance with IC 23-17-10-5. The notice must do the following:

(1) State that the purpose of the meeting is to consider the proposed amendment.

(d) If a board of directors seeks to have an amendment approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment.

IC 23-17-17-6Public benefit, mutual benefit, or religious corporation; vote by members of class

Sec. 6. (a) The members of a class in a public benefit corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation if the amendment would change the rights of the class as to voting in a manner different than the amendment affects another class or members of another class.

(b) The members of a class in a mutual benefit corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation if the amendment would do any of the following:

(1) Affect the rights, privileges, preferences, restrictions, or conditions of the class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class.

(2) Change the rights, privileges, preferences, restrictions, or conditions of the class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.

(5) Effect an exchange, a reclassification, or the termination of the memberships of the class.

(c) The members of a class of a religious corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation only if a class vote is provided for in articles of incorporation or bylaws.

(d) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of incorporation of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.

(e) Except as provided in articles of incorporation or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of incorporation of a corporation, the amendment must be approved by the members of the class by a majority of the votes cast by the class.

(f) A class of members of a public benefit or mutual benefit corporation may have the voting rights granted by this section although articles of incorporation and bylaws provide that the class may not vote on the proposed amendment.

IC 23-17-17-7Delivery to secretary of state of articles of amendment; amendment changing corporate name

Sec. 7. (a) A corporation amending the corporation's articles of incorporation must deliver to the secretary of state articles of amendment setting forth the following:

(5) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators.

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment.

(i) the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment; or

(ii) the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class.

(7) If approval of the amendment was by a person other than the members, a statement under section 1 of this chapter that the approval was obtained.

(b) If a corporation amends the corporation's articles of incorporation to change the corporation's corporate name, the corporation may, after the amendment has become effective, file:

(1) for record with the county recorder of each county in Indiana in which the corporation has real property; and

a file-stamped copy of the articles of amendment. The validity of a change in name is not affected by a corporation's failure to record the articles of amendment.

IC 23-17-17-8Restatement of articles of incorporation; amendment of articles included in restatement; approval

Sec. 8. (a) A corporation's board of directors may restate the corporation's articles of incorporation with or without approval by members or another person.

(b) A restatement may include amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or another person, the amendment must be adopted under section 5 of this chapter.

(c) If a restatement includes an amendment requiring approval by members, the board of directors must submit the restatement to the members for approval.

(d) If a board of directors seeks to have a restatement approved by the members at a membership meeting, the corporation shall notify each of the corporation's members of the proposed membership meeting in writing under IC 23-17-10-5. The notice must do the following:

(1) State that the purpose of the meeting is to consider the proposed restatement.

(2) Contain or be accompanied by a copy or summary of the restatement that identifies amendments or other changes the restatement would make in the articles of incorporation.

(e) If a board of directors seeks to have a restatement approved by the members by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies amendments or other changes the restatement would make in the articles of incorporation.

(f) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles of incorporation under section 5 of this chapter.

(g) If a restatement includes an amendment requiring approval under section 1 of this chapter, the board of directors must submit the restatement for approval.

IC 23-17-17-9Articles of restatement; delivery to secretary of state; statements required to be included; effect of restated articles; certification by secretary of state

Sec. 9. (a) A corporation restating the corporation's articles of incorporation shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth the following:

(1) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members or another person other than the board of directors and, if the restatement does not, that the board of directors adopted the restatement.

(2) If the restatement contains an amendment to the articles of incorporation requiring approval by the members, the information required under section 7 of this chapter.

(3) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required under section 1 of this chapter, a statement that the approval was obtained.

(b) The restatement of articles of incorporation must include all statements required to be included in original articles of incorporation except that no statement is required to be made with respect to the following:

(1) The names and addresses of the incorporators or the initial or present registered office or agent.

(2) The mailing address of the corporation if a biennial report has been filed with the secretary of state.

(c) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.

(d) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required under subsection (a).

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.124; P.L.119-2015, SEC.54.

IC 23-17-17-10Amendment of articles of incorporation to carry out reorganization plan

Sec. 10. (a) A corporation's articles of incorporation may be amended without approval:

to carry out a plan of reorganization ordered by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted under IC 23-17-3-2.

(b) An individual designated by a court shall deliver to the secretary of state articles of amendment setting forth the following:

(3) The date of the court's order or decree approving the articles of amendment.

(4) The title of the reorganization proceeding in which the order or decree was entered.

(5) A statement that the court had jurisdiction of the proceeding under federal statute.

(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

IC 23-17-17-11Rights, claims, proceedings, and limitations not affected by amendment to articles or by change of corporate name

Sec. 11. (a) An amendment to articles of incorporation does not affect the following:

(1) A proceeding to which the corporation is a party in a cause of action existing against or in favor of the corporation.

(2) A requirement or limitation imposed upon the corporation or any property held by the corporation by virtue of any trust upon which the property is held by the corporation.

(b) An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in the corporation's former name.

IC 23-17-18-1Amendment or repeal by directors; notice

Sec. 1. (a) A board of directors may amend or repeal a corporation's bylaws unless:

provide otherwise, subject to approval required under IC 23-17-17-1. However, until the directors have been chosen, the incorporators have power to amend or repeal the bylaws. This section is subject to the class voting rules under section 2 of this chapter.

(b) The corporation must provide notice of any meeting of directors at which an amendment is to be approved. The notice must do the following:

(2) State that the purpose of the meeting is to consider a proposed amendment to the bylaws.

(3) Contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.126; P.L.96-1993, SEC.12; P.L.130-2006, SEC.25.

IC 23-17-18-2Class voting

Sec. 2. (a) The members of a class in a public benefit corporation may vote as a separate voting group on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than the amendment affects another class or members of another class.

(b) The members of a class in a mutual benefit corporation may vote as a separate voting group on a proposed amendment to the bylaws if the amendment would do the following:

(2) Change the rights, privileges, preferences, restrictions, or conditions of the class as to voting, privileges, preferences, restrictions, or conditions of another class.

(5) Effect an exchange, reclassification, or termination of all or part of the memberships of the class.

(c) The members of a class of a religious corporation may vote as a separate voting group on a proposed amendment to the bylaws only if a class vote is provided for in articles of incorporation or bylaws.

(1) a class is to be divided into at least two (2) classes as approved by the members of each class that would be created by the amendment; and

the amendment must be approved by the members of the class by a majority of the votes cast by the class.

(e) A class of members has the voting rights granted by this section although the articles of incorporation and bylaws provide that the class may not vote on the proposed amendment.

23-17-19-1Authorization; plan; required provisions; optional provisions

23-17-19-4Articles of merger; contents; effective date; filing

IC 23-17-19-1Authorization; plan; required provisions; optional provisions

Sec. 1. (a) Subject to the limitations in section 2 of this chapter, nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved under section 3 of this chapter.

(3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving or other corporation.

(4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into:

(A) memberships, obligations, or securities of the surviving or any other corporation; or

(1) Amendments to or a restatement of the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger.

IC 23-17-19-2Mergers without prior approval; conditions

Sec. 2. (a) Without the prior approval of the circuit court or superior court of the county where the corporation's principal office or, if the principal office is not located in Indiana, the corporation's registered office, is located in a proceeding that the attorney general has been given written notice, a public benefit or religious corporation may only merge with the following:

(2) A foreign corporation that would qualify under this article as a public benefit or religious corporation.

(3) A wholly-owned foreign or domestic business or mutual benefit corporation if the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger.

(4) A business or mutual benefit corporation if the following conditions are met:

(A) On or before the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if the corporation were to be operated as a business concern are transferred or conveyed to a person who would have received the corporation's assets under IC 23-17-22-5(a)(5) and IC 23-17-22-5(a)(6) had the corporation dissolved.

(B) The business or mutual benefit corporation returns, transfers, or conveys any assets held by the business or mutual benefit corporation upon condition requiring return, transfer, or conveyance, that occurs by reason of the merger, in accordance with the condition.

(C) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become:

(5) A state educational institution if it is a public benefit corporation and the public benefit corporation is controlled by the state educational institution before the merger.

(b) At least twenty (20) days before consummation of any merger of a public benefit corporation or a religious corporation under subsection (a)(4), notice, including a copy of the proposed plan of merger, must be delivered to the attorney general.

(c) Without the prior written consent of the attorney general or of the circuit court or superior court of the county where:

(2) if the principal office is not located in Indiana, the corporation's registered office is located;

in a proceeding in which the attorney general has been given notice, a member of a public benefit or religious corporation may not receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if the transaction is in the public interest.

As added by P.L.179-1991, SEC.1. Amended by P.L.149-2016, SEC.72; P.L.130-2016, SEC.1.

IC 23-17-19-3Approval of mergers

Sec. 3. (a) Unless this article, articles of incorporation, bylaws, or the board of directors or members acting under subsection (c) require a greater vote or voting by class, a plan of merger to be adopted must be approved as follows:

(3) In writing by a person whose approval is required by articles of incorporation authorized under IC 23-17-17-1 for an amendment to articles of incorporation or bylaws.

(b) If a corporation does not have members, a merger must be approved by a majority of the directors in office at the time the merger is approved. In addition, the corporation shall provide notice of any directors meeting at which the approval is to be obtained under IC 23-17-15-3. The notice must also state that the purpose of the meeting is to consider the proposed merger.

(c) Unless articles of incorporation provide otherwise, a proposed merger and plan of merger must be initiated by a board of directors. The board of directors may condition the submission of the proposed merger on receipt of a higher percentage of affirmative votes of the members or on another basis.

(d) If a board of directors seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to the corporation's members of the proposed membership meeting under IC 23-17-10-5. The notice must also state that the purpose of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation must include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.

(e) If a board of directors seeks to have a plan approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include a provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation must include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.

(f) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a separate voting group on the proposed amendment under IC 23-17-17-6 or IC 23-17-18-2. The plan is approved by a class of members by a majority of the votes cast by the class.

(g) After a merger is adopted and before articles of merger are filed, the planned merger may be abandoned subject to any contractual rights without further action by members or other persons who approved the plan:

(2) if a procedure is not set forth, in the manner determined by the board of directors.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.127; P.L.96-1993, SEC.13.

IC 23-17-19-4Articles of merger; contents; effective date; filing

Sec. 4. (a) After a plan of merger is approved by the board of directors and if required by section 3 of this chapter by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth the following:

(2) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors.

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan.

(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.

(4) If approval of the plan by a person other than the members or the board of directors is required under section 3(a)(3) of this chapter, a statement that the approval was obtained.

(b) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed.

(c) The surviving corporation resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which a merging corporation has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the plan of merger sets forth amendments to the articles of incorporation of the surviving corporation that change the surviving corporation's corporate name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving corporation has real property at the time the merger becomes effective. A failure to record a copy of the articles of merger under this subsection does not affect the validity of the merger or the change in corporate name.

IC 23-17-19-4.5Amendment or abandonment of plan of merger

Sec. 4.5. (a) After a merger is authorized, and at any time before the articles of merger are filed, the planned merger may be amended in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.

(b) After a merger is authorized, and at any time before the articles of merger are filed, the planned merger may be abandoned (subject to any contractual rights), without further member action, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.

IC 23-17-19-5Effect of mergers

(1) Another corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.

(2) The title to real property and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any conditions to which the property was subject before the merger.

(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger.

(4) A proceeding pending against a corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.

(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.

(b) After a merger takes effect as provided in this article, any terms of the plan of merger that are not included in the articles of incorporation shall be considered to be contract rights only and not part of the governing document of the corporation.

IC 23-17-19-6Foreign corporations

Sec. 6. (a) Except as provided in section 2 of this chapter, foreign business or nonprofit corporations may merge with domestic nonprofit corporations if the following conditions are met:

(1) The merger is permitted by the law of the state or country under whose laws each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger.

(2) The foreign corporation complies with section 4 of this chapter if the foreign corporation is the surviving corporation of the merger.

(3) Each domestic nonprofit corporation complies with sections 1 through 3 of this chapter and, if the domestic nonprofit corporation is the surviving corporation of the merger, with section 4 of this chapter.

(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is considered to have irrevocably appointed the secretary of state as the agent for service of process for the business or corporation in any proceeding brought against the business or corporation.

IC 23-17-19-7Bequests, devises, gifts, grants, or promises

Sec. 7. A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that:

inures to the surviving corporation unless a will or other instrument otherwise specifically provides.

IC 23-17-19-8Compliance with related provisions

Sec. 8. A domestic business corporation that is a party to a merger with a nonprofit corporation under this chapter shall comply with all applicable requirements of IC 23-1 relating to mergers except when inconsistent with this chapter. A domestic business corporation that is the survivor of a merger with a nonprofit corporation is subject to IC 23-1 after the merger.

23-17-20-2Disposal of property other than in usual or regular course of business; authorization; abandonment of transactions

IC 23-17-20-1Disposal and encumbrance of property

Sec. 1. (a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors, do the following:

(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the corporation's property in the usual and regular course of the corporation's activities.

(2) Mortgage, pledge, dedicate to the repayment of indebtedness, with or without recourse, or otherwise encumber the corporation's property whether or not in the usual and regular course of the corporation's activities.

(b) Unless articles of incorporation require approval of the members or any other person of a transaction described in subsection (a) is not required.

IC 23-17-20-2Disposal of property other than in usual or regular course of business; authorization; abandonment of transactions

Sec. 2. (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of the corporation's property, with or without the goodwill, other than in the usual and regular course of the corporation's activities on the terms and conditions and for the consideration determined by the corporation's board of directors if the proposed transaction is authorized by subsection (b).

(b) Unless this article, articles of incorporation, bylaws, a board of directors, or members acting under subsection (d) require a greater vote or voting by class, a proposed transaction to be authorized must be approved as follows:

(3) In writing by a person whose approval is required by articles of incorporation authorized under IC 23-17-17-1 for an amendment to the articles of incorporation or bylaws.

(c) If a corporation does not have members, the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of a directors meeting at which the approval is to be obtained under IC 23-17-15-3. The notice must state that the purpose of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(d) Unless articles of incorporation provide otherwise, a proposed transaction must be initiated by a board of directors. The board of directors may condition the board's submission of the proposed transaction on receipt of a higher percentage of the members of affirmative votes or on any other basis.

(e) If a corporation seeks to have a transaction approved by the members at a membership meeting, the corporation shall give notice to the members of the proposed membership meeting under IC 23-17-10-5. The notice must state that the purpose of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(f) If a board of directors seeks to have a transaction approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of a description of the transaction.

(g) After a sale, a lease, an exchange, or other disposition of property is authorized, the transaction may be abandoned subject to any contractual rights without further action by the members or a person who approved the transaction:

(1) in accordance with the procedure in the resolution proposing the transaction; or

(2) if a procedure is not set forth, in the manner determined by the board of directors.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.128; P.L.96-1993, SEC.14.

IC 23-17-21-1Prohibited distributions

Sec. 1. Except as authorized under section 2 of this chapter, a corporation may not make distributions.

IC 23-17-21-2Exceptions to prohibition

Sec. 2. (a) A mutual benefit corporation may purchase the corporation's memberships if, after the purchase is completed:

(1) the corporation would be able to pay the corporation's debts as the debts become due in the usual course of the corporation's activities; and

(2) the corporation's total assets would at least equal the sum of the corporation's total liabilities.

(c) A corporation may, in conformity with the purposes of the corporation, make distributions to and confer benefits on a member or an affiliate that is a governmental entity (as defined under IC 34-6-2.1-77) or a member or an affiliate that is another nonprofit domestic or foreign entity if, after any distribution is completed:

(1) the corporation would be able to pay the corporation's debts as the debts become due in the usual course of the corporation's activities; and

(2) the corporation's total assets would at least equal the corporation's total liabilities.

An affiliate is an entity that directly or indirectly controls, is controlled by, or is under common control with the corporation. Control includes the power to select the corporation's board of directors.

(d) Corporations may repay loans or advances in accordance with and to the extent authorized under IC 23-17-7-9.

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1998, SEC.129; P.L.118-2017, SEC.91; P.L.186-2025, SEC.125.

23-17-22-1Corporations without members; corporations that have not commenced business; articles of dissolution; contents

23-17-22-4Revocation; authorization; articles of revocation; contents; effect

23-17-22-5Continued existence; winding up and liquidation; effect of dissolution

23-17-22-6Claims against dissolved corporation; notice to claimants; limitation of actions

23-17-22-7Claims against dissolved corporation; notice by publication; limitation of actions; enforcement

IC 23-17-22-1Corporations without members; corporations that have not commenced business; articles of dissolution; contents

Sec. 1. A majority of the incorporators or initial directors of a corporation that has no members or has not commenced activities may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth the following:

(5) That a majority of the incorporators or initial directors authorized the dissolution.

IC 23-17-22-2Proposals by board; conditions for adoption; notice

Sec. 2. (a) A corporation's board of directors may propose dissolution for submission to the members.

(b) For a proposal to dissolve to be adopted, the following conditions must be met:

(1) The board of directors must recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances the board should not make a recommendation and communicates the basis for the board's determination to the members.

(2) The members entitled to vote must approve the proposal to dissolve as provided under subsection (f).

(3) A person whose approval is required by articles of incorporation authorized under IC 23-17-17-1 for an amendment to the articles of incorporation or bylaws must approve the proposal to dissolve in writing.

(c) If a corporation does not have members, dissolution must be approved by a majority of the directors in office at the time dissolution is approved. The corporation shall provide notice to directors of a director's meeting where an approval for dissolution will be sought under IC 23-17-15-3. The notice must state that the purpose of the meeting is to consider the proposed dissolution.

(d) The board of directors may condition the board's submission of the proposal for dissolution on any basis.

(e) The corporation must notify each member, whether or not entitled to vote, of the proposed members' meeting under IC 23-17-10-5. The notice must state that the purpose of the meeting is to consider dissolving the corporation.

(f) Unless articles of incorporation or a board of directors acting under subsection (d) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by the members by a majority of the votes cast on the proposal.

(g) After a proposal for dissolution is adopted, the corporation must give the notices required under the following:

As added by P.L.179-1991, SEC.1. Amended by P.L.121-1994, SEC.1; P.L.31-1995, SEC.5; P.L.2-2002, SEC.75; P.L.141-2021, SEC.9.

IC 23-17-22-3Articles of dissolution; contents

Sec. 3. (a) After a dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth the following:

(3) A statement that dissolution was approved by a sufficient vote of the board of directors.

(4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators.

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution.

(i) votes cast for and against dissolution by each class entitled to vote separately on dissolution; or

(ii) undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.

(6) If approval of dissolution was by a person other than the members, a statement that approval under section 2(b)(3) of this chapter was obtained.

(b) A corporation is dissolved upon the effective date of the corporation's articles of dissolution.

IC 23-17-22-4Revocation; authorization; articles of revocation; contents; effect

Sec. 4. (a) A corporation may revoke the corporation's dissolution within one hundred twenty (120) days of the effective date of the dissolution.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization permitted revocation by action of the board of directors alone, allowing the board of directors to revoke the dissolution without action by the members or any other person.

(c) After the revocation of dissolution is authorized, a corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of the corporation's articles of dissolution, that set forth the following:

(4) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect.

(5) If the corporation's board of directors revoked a dissolution authorized by the members or in conjunction with another person, a statement that revocation was permitted by action by the board of directors alone under that authorization.

(6) If member or third person action was required to revoke the dissolution, the information required by section 3(a)(5) and 3(a)(6) of this chapter.

(d) Revocation of dissolution is effective upon the effective date specified in the articles of revocation of dissolution.

(e) When a revocation of dissolution is effective, the revocation relates back to and takes effect as of the effective date of the dissolution. The corporation resumes carrying on the corporation's activities as if dissolution had never occurred.

IC 23-17-22-5Continued existence; winding up and liquidation; effect of dissolution

Sec. 5. (a) A dissolved corporation continues the corporation's corporate existence but may not carry on activities except those appropriate to wind up and liquidate the corporation's affairs, including the following:

(1) Preserving and protecting the corporation's assets and minimizing the corporation's liabilities.

(2) Discharging or making provision for discharging the corporation's liabilities and obligations.

(3) Disposing of the corporation's properties that will not be distributed in kind.

(4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance that occurs by reason of the dissolution, in accordance with the condition.

(5) Transferring, subject to any contractual or legal requirements, the corporation's assets as provided in or authorized by the corporation's articles of incorporation or bylaws.

(6) If the corporation is a public benefit or religious corporation and no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, the corporation's assets:

(B) if the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to a foreign or domestic public benefit or religious corporation.

(7) If the corporation is a mutual benefit corporation and no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring the corporation's assets to the corporation's members or, if the corporation has no members, to those persons whom the corporation holds the corporation out as benefiting or serving.

(8) Doing any other act necessary to wind up the corporation's affairs and liquidate the corporation's assets, including the transfer of any escheated assets to the state under IC 23-17-30-1(b).

(2) Subject the corporation's directors or officers to standards of conduct different from those under this title.

(A) Quorum or voting requirements for the corporation's board of directors or members.

(B) Requirements for selection, resignation, or removal of the corporation's directors or officers.

(4) Prevent commencement of a proceeding by or against the corporation in the corporation's corporate name.

(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.

IC 23-17-22-6Claims against dissolved corporation; notice to claimants; limitation of actions

Sec. 6. (a) A dissolved corporation may dispose of the known claims against the corporation by following the procedure described in this section.

(b) The dissolved corporation shall notify the corporation's known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must do the following:

(1) Specify the amount that the dissolved corporation believes will satisfy the claim.

(2) Inform the creditor that the creditor has the right to dispute the amount of the claim and describe the procedure for disputing the amount of the claim.

(3) Provide a mailing address where a dispute of the amount of the claim may be sent.

(4) State the deadline, which may not be less than sixty (60) days after the effective date of the written notice, by which the dissolved corporation must receive the dispute of the amount of the claim.

(5) State that the claim will be fixed at the amount specified by the dissolved corporation if a dispute of the amount of the claim is not received by the deadline.

(c) If the amount of a claim is disputed, the claimant must notify the dissolved corporation of the dispute by the deadline. If the dissolved corporation rejects the disputed amount, the claimant must commence a proceeding to enforce the claim not later than ninety (90) days after the effective date of the dissolved corporation's rejection notice.

(2) the claimant who has notified the dissolved corporation of a dispute and has received a rejection notice does not commence a proceeding not later than ninety (90) days from the effective date of the rejection notice.

(e) Regardless of a dispute in the amount of a claim, the dissolved corporation must tender to the claimant the amount of the claim set forth by the dissolved corporation in the notice of claim not later than thirty (30) days after the earlier of the following dates:

(f) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

IC 23-17-22-7Claims against dissolved corporation; notice by publication; limitation of actions; enforcement

Sec. 7. (a) A dissolved corporation may also publish notice of the corporation's dissolution and request that persons with claims against the corporation present the claims in accordance with the notice.

(1) Be published one (1) time in a newspaper of general circulation in the county where:

(B) if the principal office is not located in Indiana, the corporation's registered office is or was last located.

(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.

(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after publication of the notice.

(c) If a dissolved corporation publishes a newspaper notice under subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation not later than two (2) years after the publication date of the newspaper notice:

(1) A claimant who did not receive written notice under section 6 of this chapter.

(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on.

(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(1) against the dissolved corporation to the extent of the corporation's undistributed assets; or

(2) if the assets have been distributed in liquidation, against a person, other than a creditor of the corporation, to whom the corporation distributed the corporation's property to the extent of the distributee's pro rata share of the claim or the corporation assets distributed to the person in liquidation, whichever is less. The distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.

23-17-24-1Judicial dissolution; when allowable; factors considered

23-17-24-2Venue; parties; judicial authority; notice to attorney general

IC 23-17-24-1Judicial dissolution; when allowable; factors considered

Sec. 1. (a) A circuit court or superior court may dissolve a corporation as follows:

(1) In a proceeding by the attorney general if one (1) of the following is established:

(A) The corporation obtained the corporation's articles of incorporation through fraud.

(B) The corporation has continued to exceed or abuse the authority conferred upon the corporation by law.

(D) The corporation is a public benefit corporation and is no longer able to carry out the corporation's purposes.

(2) Except as provided in the articles of incorporation or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding at least five percent (5%) of the voting power, whichever is less, or by a director or a person specified in articles of corporation, if one (1) of the following is established:

(A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock.

(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent.

(C) The members have deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.

(E) The corporation is a public benefit or religious corporation and is no longer able to carry out the corporation's purposes.

(A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent.

(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.

(4) In a proceeding by the corporation to have the corporation's voluntary dissolution continued under court supervision.

(2) If dissolution is in the public interest if the corporation is a public benefit corporation.

(3) If dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation.

IC 23-17-24-1.5Remedies, assurance of voluntary compliance

(1) Notwithstanding IC 23-17-1-1, all corporations organized under Indiana law for a purpose for which a corporation may be organized under this article, regardless of the date of incorporation.

(b) In addition to a dissolution under section 1 of this chapter, the attorney general may petition a court to issue one (1) or more of the following remedies:

(3) Permanent removal of trustees, corporate officers, or directors who have breached the fiduciary duty.

(4) Appointment of permanent court approved replacement trustees, corporate officers or directors, and members.

(1) If the attorney general establishes a condition enumerated in section 1(a)(1) of this chapter, a corporation.

(2) For a violation of the officer's duties under IC 23-17-14-2, a corporate officer.

(d) In addition to any remedies described in subsection (b), the attorney general may accept a written assurance of voluntary compliance with respect to:

(1) a past, an existing, or an imminent condition enumerated in section 1(a)(1) of this chapter; or

(2) any past, existing, or imminent violation of a duty under this article by a corporation, director, officer, member, trustee, or other corporate principal.

(e) An assurance of voluntary compliance described in subsection (d) may include a stipulation for the voluntary payment by the person of:

(3) an amount to be held in escrow pending the outcome of an action as restitution to an aggrieved nonprofit corporation or person; or

(g) An assurance of voluntary compliance described in subsection (d) is not considered an admission of a violation of any law.

(h) If the attorney general closes a matter by accepting an assurance of voluntary compliance described in subsection (d), the attorney general may reopen the matter for further proceedings within the period of the applicable statute of limitations.

IC 23-17-24-2Venue; parties; judicial authority; notice to attorney general

Sec. 2. (a) Venue for a proceeding brought by the attorney general against a corporation or its officers or directors lies in Marion County. Venue for a proceeding brought by any other party named under section 1 of this chapter lies in the county where:

(2) if the principal office is not located in Indiana, the corporation's registered office is or was last located.

(b) A director or a member does not have to be made a party to a proceeding to dissolve a corporation unless relief is sought against a director or a member individually.

(2) Appoint a receiver or custodian pendente lite with all powers and duties the court directs.

(3) Take other action required to preserve the corporate assets wherever located.

(4) Carry on the activities of the corporation until a full hearing can be held.

(d) A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit or religious corporation shall give written notice without delay of the proceeding to the attorney general who may intervene.

IC 23-17-24-3Receivers and custodians

Sec. 3. (a) A court in a judicial proceeding brought by the attorney general or by any other party named under section 1 of this chapter to dissolve a public benefit or mutual benefit corporation may appoint at least one (1):

the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of the corporation's property wherever located.

(b) The court may appoint an individual or a domestic or foreign business or nonprofit corporation authorized to transact business in Indiana as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in the appointing order, which may be amended from time to time, including the following:

(A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court. However, the corporation is subject to a trust, an endowment, and other restrictions that would be applicable to the corporation.

(B) Sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all Indiana courts.

(2) The custodian may exercise all of the powers of the corporation, through or in place of the corporation's board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of the corporation's members and creditors or to carry out the corporation's lawful purposes.

(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver if doing so is in the best interests of the corporation and the corporation's members and creditors.

(e) The court may, during the receivership or custodianship, order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.

IC 23-17-24-4Decree of dissolution; winding up affairs

Sec. 4. (a) If after a hearing the court determines that a ground for judicial dissolution described in section 1 of this chapter exists, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certificate copy of the decree to the secretary of state, who shall file the certificate copy.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidating of the corporation's affairs in accordance with IC 23-17-22-5 and the notification of the corporation's claimants under IC 23-17-22-6 and IC 23-17-22-7.

IC 23-17-25-1Duties and prohibitions

Sec. 1. Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation (as defined in Section 509(a) of the Internal Revenue Code of 1986, as amended) shall do the following:

(1) Distribute amounts for each taxable year at a time and in a manner as to not subject the corporation to tax under Section 4942 of the Internal Revenue Code of 1986.

(2) Not engage in an act of self-dealing (as defined in Section 4941(d) of the Internal Revenue Code of 1986).

(3) Not retain excess business holdings (as defined in Section 4943(c) of the Internal Revenue Code of 1986).

(4) Not make investments in a manner as to subject the corporation to taxes on investments that jeopardize charitable purposes (as defined in Section 4944 of the Internal Revenue Code of 1986).

(5) Not make taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code of 1986).

IC 23-17-25.5Chapter 25.5. Restrictions on the Regulation of Charitable Organizations

IC 23-17-25.5-1"Charitable organization"

Sec. 1. As used in this chapter, "charitable organization" means any organization described in Section 501 of the Internal Revenue Code.

IC 23-17-25.5-2"State agency"

Sec. 2. As used in this chapter, "state agency" has the meaning set forth in IC 4-1-13-1.

IC 23-17-25.5-3Restriction on reporting requirements; exceptions

Sec. 3. (a) Except as otherwise specifically required or authorized by federal law, and except as provided in subsection (b), a:

may not impose on a charitable organization any filing or reporting requirements that are more stringent or burdensome than those imposed by, or authorized under, state or federal law.

(2) in connection with an enforcement action against a specific charitable organization.

IC 23-17-25.7Chapter 25.7. Charitable Organization Beneficiary Bequest Protections

23-17-25.7-3Compliance; reasonable justification for noncompliance; damages for failure to comply or provide a reasonable justification for noncompliance

23-17-25.7-4Charitable organization's right of action; complaint with applicable primary regulator; civil penalty

IC 23-17-25.7-1Definitions

(A) recognized as tax exempt under Section 501(c)(3) of the Internal Revenue Code; and

(B) designated a charitable organization as the beneficiary of an individual retirement account, retirement account, brokerage transfer on death account, annuity, or life insurance policy.

organized or reorganized under Indiana law, the law of another state (as defined in IC 28-2-17-19), or United States law.

IC 23-17-25.7-2Charitable organization beneficiary protections

Sec. 2. If a charitable organization is designated as the beneficiary of an individual retirement account, retirement account, brokerage transfer on death account, annuity, or life insurance policy, a financial institution or insurance company in control of the funds shall do the following:

(1) Transfer the funds directly to the charitable organization upon receipt of an affidavit submitted by the charitable organization that contains the following information:

(A) A statement by the charitable organization confirming that it is tax exempt under Section 501(c)(3) of the Internal Revenue Code.

(B) A copy of a corporate resolution authorizing the acceptance of the transferred funds.

(ii) other documentation that is authorized by the financial institution or insurance company to prove that the deceased has died.

(A) personal information, including the Social Security number, home address, and date of birth, of any employee, officer, or agent of the charitable organization; or

(B) the charitable organization to open an account or otherwise become a customer of the financial institution or insurance company;

(3) If the financial institution or insurance company notifies the charitable organization of the fact that the charitable organization has been designated as the beneficiary of the deceased's individual retirement account, retirement account, brokerage transfer on death account, annuity, or life insurance policy, the financial institution or insurance company must provide the name of the deceased to the charitable organization.

IC 23-17-25.7-3Compliance; reasonable justification for noncompliance; damages for failure to comply or provide a reasonable justification for noncompliance

Sec. 3. (a) A financial institution or insurance company that receives the affidavit described in section 2(1) of this chapter shall:

(2) provide to the charitable organization that submitted the affidavit described in section 2(1) of this chapter a reasonable justification for not complying with the requirements of section 2 of this chapter;

(b) It is a reasonable justification for not complying with the requirements of section 2 of this chapter if compliance would cause a financial institution to violate:

(1) 12 U.S.C. 1829b, 12 U.S.C. 1951-1960, 31 U.S.C. 5311-5314, 31 U.S.C. 5316-5336, 31 CFR 1000-1099, or any other federal law or regulation;

(2) the rules of a self-regulatory organization registered under the federal Securities Exchange Act of 1934 (15 U.S.C. 78); or

(c) If compliance with the requirements of section 2 of this chapter would cause a violation of a federal law described in subsection (b), the financial institution shall include in its reasonable justification a request to the charitable organization to provide the information required to comply with the federal law described in subsection (b).

(d) If a financial institution or insurance company fails to comply or provide a reasonable justification for not complying with the requirements of section 2 of this chapter not later than sixty (60) days after receiving the affidavit described in section 2(1) of this chapter, a court may:

(1) award the charitable organization damages sustained due to the delay in receiving the funds under section 2 of this chapter;

(2) award the charitable organization court costs, including attorney's fees; and

(3) impose a civil penalty on the financial institution or insurance company in an amount not less than five hundred dollars ($500) and not more than ten thousand dollars ($10,000) per incident.

IC 23-17-25.7-4Charitable organization's right of action; complaint with applicable primary regulator; civil penalty

Sec. 4. A charitable organization may bring an action in court under section 3(d) of this chapter or file a complaint with the applicable primary regulator with jurisdiction over a financial institution or an insurance company if the charitable organization believes that a financial institution or insurance company is not complying with this chapter. If a charitable organization files a complaint, the applicable primary regulator shall investigate the complaint. The applicable primary regulator may impose a civil penalty on the financial institution or insurance company in an amount not less than five hundred dollars ($500) and not more than ten thousand dollars ($10,000) per incident.

23-17-27-3Inspection by member's agent or attorney; copies; costs; list of members

23-17-27-4Court order for inspection and copying; payment of costs by corporation; restrictions on use of records

23-17-27-7Indemnification or advance of expenses to director; report to members

IC 23-17-27-1Required records

Sec. 1. (a) A corporation shall keep as permanent records a record of the following:

(3) A record of actions taken by committees of the board of directors as authorized under IC 23-17-15-6(d).

(c) A corporation or the corporation's agent shall maintain a record of the corporation's members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(d) A corporation shall maintain the corporation's records in written form or in another form capable of conversion into written form within a reasonable time.

(e) A corporation shall keep a copy of the following records at the corporation's principal office:

(1) The corporation's articles of incorporation or restated articles of incorporation and all amendments to the articles of incorporation currently in effect.

(2) The corporation's bylaws or restated bylaws and all amendments to the bylaws currently in effect.

(3) Resolutions adopted by the corporation's board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or a class or category of members.

(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years.

(5) Written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under section 6 of this chapter.

(6) A list of the names and business or home addresses of the corporation's current directors and officers.

(7) The corporation's most recent biennial report delivered to the secretary of state under IC 23-0.5-2-13.

(f) Except as otherwise provided in articles of incorporation or bylaws, ballots must be retained by a corporation until the earlier of the following:

As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.8; P.L.119-2015, SEC.61; P.L.118-2017, SEC.94.

IC 23-17-27-2Member's right to inspect and copy records

Sec. 2. (a) Subject to subsection (e) and section 3(c) of this chapter, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, the records of the corporation described in section 1(e) of this chapter if the member gives the corporation written notice or a written demand at least five (5) business days before the date on which the member desires to inspect and copy.

(b) Subject to subsection (e), a member may inspect and copy, at a reasonable time and reasonable location specified by the corporation, the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five (5) business days before the date on which the member desires to inspect and copy:

(1) Excerpts from records required to be maintained under section 1(a) of this chapter, to the extent not subject to inspection under subsection (a).

(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect.

(1) The rights of a member to inspect records under IC 23-17-11-1 or, if the member is in litigation with the corporation, to the same extent as any other litigant.

(2) The power of a court, independently of this article, to compel the production of corporate records for examination.

(e) The articles of incorporation or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy a corporate record.

(f) The articles of incorporation of a corporation may limit or abolish the following:

(1) The right of a member to obtain from the corporation information as to the identity of contributors to the corporation.

(2) The right of a member or the member's agent or attorney to inspect or copy the membership list if the corporation provides a reasonable means to mail communications to other members through the corporation at the expense of the member making the request.

IC 23-17-27-3Inspection by member's agent or attorney; copies; costs; list of members

Sec. 3. (a) A member's agent or attorney, if authorized in writing, has the same inspection and copying rights as the member the agent or attorney represents.

(b) The right to copy records under section 2 of this chapter includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(c) A corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(d) A corporation may comply with a member's demand to inspect the record of members under section 2(b)(3) of this chapter by providing the member with a list of the corporation's members that was compiled not earlier than the date of the member's demand.

IC 23-17-27-4Court order for inspection and copying; payment of costs by corporation; restrictions on use of records

Sec. 4. (a) If a corporation does not allow a member who complies with section 2(a) of this chapter to inspect and copy records required under section 2(a) of this chapter to be available for inspection, the circuit court or superior court of the county where:

(2) if the principal office is not located in Indiana, the corporation's registered office is located;

may order inspection and copying of the records demanded at the corporation's expense upon application of the member.

(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, a member who complies with section 2(b) and 2(c) of this chapter may apply to the circuit court or superior court of the county where:

(2) if the principal office is not located in Indiana, the corporation's registered office is located;

for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, the court shall also order the corporation to pay the member's costs, including reasonable attorney's fees, incurred to obtain the order unless the corporation proves that the corporation refused inspection in good faith because the corporation had a reasonable basis for doubt about the right of the member to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, the court may impose reasonable restrictions on the use or distribution of the records by the demanding member.

IC 23-17-27-5Membership list; use

Sec. 5. Without the consent of a board of directors, all or part of a membership list may not be obtained or used by a person for a purpose unrelated to a member's interest as a member. Without the consent of the board of directors, all or part of a membership list may not be:

(1) used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

IC 23-17-27-6Annual financial statements; furnishing to members

Sec. 6. (a) Except as provided in articles of incorporation or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish the member the corporation's latest annual financial statements, which may be consolidated or combined statements of the corporation and the corporation's subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If annual financial statements are reported upon by a certified public accountant, the accountant's report must accompany the statements. If annual financial statements are not reported upon by a certified public accountant, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records that does the following:

(1) States the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describes the basis of preparation.

(2) Describes any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

IC 23-17-27-7Indemnification or advance of expenses to director; report to members

Sec. 7. If a corporation indemnifies or advances expenses to a director under IC 23-17-16-1 through IC 23-17-16-11 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.

IC 23-17-27-8Repealed

As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.15; P.L.11-1996, SEC.24; P.L.119-2015, SEC.62. Repealed by P.L.118-2017, SEC.95.

23-17-28-6Newsletters, magazines, or other publications; written notice

Sec. 1. Notice under this article must be in writing unless oral notice is authorized by a corporation's articles of incorporation or bylaws.

IC 23-17-28-2Notice; means of communication

Sec. 2. Notice, if otherwise in proper form under this article and subject to the requirements of section 1 of this chapter, may be communicated by any of the following:

(2) By telephone, telegraph, teletype, or other form of wire or wireless communication.

(4) By a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast communication.

IC 23-17-28-3Corporations; notice by mail

Sec. 3. Written notice by a domestic or foreign corporation to a member is effective when mailed, if correctly addressed to the member's address shown in the corporation's current record of members.

IC 23-17-28-4Address of corporations; notice

Sec. 4. Written notice to a domestic or foreign corporation authorized to transact business in Indiana, other than in the corporation's capacity as a member, may be addressed to the corporation's registered agent at the corporation's registered office or to the corporation's secretary at the corporation's principal office shown in the most recent filing of the corporation under this article.

IC 23-17-28-5Effective date of notice

Sec. 5. Except as provided in this chapter or other applicable law, written notice is effective at the earliest of the following:

(2) Five (5) days after the notice is mailed, as evidenced by the postmark or private carrier receipt, if mailed correctly addressed to the address listed in the most current records of the corporation.

(3) On the date shown on the return receipt, if sent by registered or certified United States mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(4) Thirty (30) days after the notice is deposited with another method of the United States Postal Service other than first class, registered, or certified postage affixed, as evidenced by the postmark, if mailed correctly addressed to the address listed in the most current records of the corporation.

IC 23-17-28-6Newsletters, magazines, or other publications; written notice

Sec. 6. A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members constitutes a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or if members are residents of the same household and have the same address in the corporation's current list of members, if addressed or delivered to one (1) of the members at the address appearing on the current list of members.

IC 23-17-28-7Oral notice

IC 23-17-28-8Prescribed notice requirements

Sec. 8. If this article prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this chapter or other provisions of this article, those requirements govern.

23-17-30-1Dissolution of corporations; transfer and distribution of assets

IC 23-17-30-1Dissolution of corporations; transfer and distribution of assets

Sec. 1. (a) Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive the assets shall be reduced to cash subject to known trust restrictions and deposited with the treasurer of state or other appropriate state official for safekeeping. The treasurer of state may receive and hold property in kind. When a creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the treasurer of state shall deliver to the creditor, claimant, or member, or a person representing a creditor, claimant, or member, that amount.

(b) On dissolution of a corporation, assets remaining after distribution shall escheat to the state. The corporation shall pay the assets to the state general fund through payment to the treasurer of state.

IC 23-17-30-2Religious doctrines; conflict with statutes

Sec. 2. If religious doctrine or practice governing the affairs of a religious corporation is inconsistent with this article, the religious doctrine or practice control to the extent required by the Constitution of the United States or the Constitution of the State of Indiana.

IC 23-17-30-3Secretary of state; powers and duties

Sec. 3. The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state's office by this article.

IC 23-17-30-4Meetings impractical or impossible; court orders

Sec. 4. (a) If it is impractical or impossible for a corporation to call or conduct a meeting of the corporation's members, delegates, or directors or otherwise obtain their consent in the manner prescribed by the corporation's articles of incorporation, bylaws, or this article, upon petition of a director, an officer, a delegate, a member, or the attorney general the circuit or superior court of the county where a corporation's principal office is located may order that a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized in a manner that the court finds fair and equitable under the circumstances.

(b) The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held under the articles of incorporation, bylaws, and this article, whether or not the method results in actual notice to all persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.

(c) An order issued under this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement concerning quorums or the number or percentage of votes needed for approval, that would otherwise be imposed by the articles of incorporation, bylaws, or this article.

(d) When practical, an order issued under this section must limit the subject matter of meetings or other forms of consent judicially authorized to those items, including amendments to the articles of incorporation or bylaws, for which the resolution may enable the corporation to continue managing the corporation's affairs without further resort to this section. However, an order under this section may also authorize the obtaining of any votes and approvals that are necessary for a dissolution, merger, or sale of assets.

(e) A meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section that complies with the order, is considered a valid meeting or vote and has the same force and effect as if the meeting or method complied with every requirement imposed by the articles of incorporation, bylaws, and this article.

IC 23-17-32Chapter 32. Nonprofit Organizations: Privacy Protections for Members, Volunteers, and Donors

23-17-32-9Application to public employee, official, or contractor

IC 23-17-32-1Application of chapter

(A) under Section 15(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3); and

(B) in accordance with any regulations adopted under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.); or

(2) any information a national securities association described in subdivision (1) provides to the secretary of state under IC 23-19 or under rules adopted or orders issued under IC 23-19.

IC 23-17-32-2"Nonprofit hospital"

Sec. 2. As used in this chapter, "nonprofit hospital" means a hospital licensed under IC 16-21:

IC 23-17-32-3"Nonprofit organization"

Sec. 3. As used in this chapter, "nonprofit organization" means one (1) of the following:

(3) An entity that is exempt from federal income tax under Section 501(c) of the Internal Revenue Code.

(4) An entity that has submitted an application with the Internal Revenue Service for recognition of an exemption under Section 501(c) of the Internal Revenue Code.

IC 23-17-32-4"Person"

Sec. 4. As used in this chapter, "person" has the meaning set forth in IC 23-17-2-20.

IC 23-17-32-5"Personal information"

Sec. 5. As used in this chapter, "personal information" means any compilation of data (including any list, record, registry, roll, or roster) that directly or indirectly identifies a person as a:

IC 23-17-32-6"Public agency"

IC 23-17-32-7Protection of personal information; exceptions

Sec. 7. (a) Except as provided in subsection (b), a public agency shall not do any of the following:

(1) Require or otherwise compel any person or nonprofit organization to provide the public agency with personal information.

(2) Release, publicize, or otherwise publicly disclose personal information in the possession of the public agency.

the public agency to provide a list of nonprofit organizations to which the current or prospective contractor or grantee has provided financial or nonfinancial support.

(2) A lawful order or warrant, issued by a court of competent jurisdiction, for the provision, disclosure, or release of personal information.

(3) A lawful request for discovery of personal information in the context of litigation if the following conditions are met:

(A) The requesting party or person demonstrates, by clear and convincing evidence, as determined by the court, a compelling need for the personal information.

(B) The requesting party or person obtains a protective order, issued by the court, barring disclosure of the personal information to any person not named as a party in the litigation.

(4) Admission of personal information as relevant evidence before a court of competent jurisdiction. However, a court may not publicly disclose or release personal information without a specific finding of good cause.

(5) Release by a public agency of personal information that was voluntarily released by:

(B) the nonprofit organization with which the personal information is associated;

(A) includes the identity of any director, officer, registered agent, or incorporator of a nonprofit organization; and

(B) is part of any report or disclosure required to be filed with the secretary of state under this article or any other statute.

However, information that directly identifies a person as a donor of financial support to a nonprofit organization shall not be collected by or disclosed to the secretary of state.

(7) Disclosure of personal information that is derived from a financial donation to a nonprofit organization that is affiliated with a public agency if:

(B) the person to whom the personal information pertains has not previously made a request for anonymity to the nonprofit organization.

(8) Information collected in an examination by the state board of accounts under IC 5-11-1-9. The information collected under IC 5-11-1-9 must be directly related to the examination by the state board of accounts or a related proceeding. Information collected under IC 5-11-1-9 may not be disclosed to the public, unless disclosure is expressly required by statute.

(9) A request by the attorney general for information required for an audit, examination, review, or investigation. The request from the attorney general must be directly related to the audit, examination, review, or investigation being completed. Information collected pursuant to an audit, examination, review, or investigation by the attorney general shall not be disclosed to the public, unless disclosure is expressly required by statute.

(10) Information submitted by a vendor to the state comptroller for the purpose of receiving payment from the state under IC 4-13-2-14.8 or IC 5-11-10-1.6. Information that directly identifies a person as a donor of financial support to a nonprofit organization shall not be collected by or disclosed to the state comptroller unless it is voluntarily submitted by the nonprofit organization.

(11) Information requested or submitted for the purpose of licensing a qualified organization under IC 4-32.3-4. The information collected under IC 4-32.3-4 shall not be disclosed to the public, unless disclosure is expressly required by statute.

(12) Personal information that a public agency requests from a nonprofit hospital for a legitimate business purpose of the public agency.

IC 23-17-32-8Civil action for violation of privacy protections

Sec. 8. (a) A person alleging a violation of this chapter may bring a civil action in a court of competent jurisdiction for either or both of the following:

per violation to compensate the person for injury or loss caused by the violation.

(B) If the court finds that the violation was intentional, an increased sum of money in an amount not to exceed three (3) times the amount that would otherwise be awarded under clause (A).

(b) A court, in rendering a judgment in an action brought under this section, may award all or part of the costs of the action, including reasonable attorney's fees and witness fees, to the complainant in the action if the court determines that the award is appropriate.

IC 23-17-32-9Application to public employee, official, or contractor

who violates this chapter is subject to penalties and discipline set forth in IC 5-14-3-10.

Ch. 3.Relations of Members and Managers to Persons Dealing With a Limited Liability Company

23-18-1-11"Limited liability company" or "domestic limited liability company"

IC 23-18-1-1Citation of article

IC 23-18-1-2Application of definitions

IC 23-18-1-3"Articles of organization"

Sec. 3. "Articles of organization" means the articles of organization described by IC 23-18-2-4 and any amended or restated articles of organization.

IC 23-18-1-4"Business trust"

Sec. 4. "Business trust" means a business trust or a foreign business trust (as defined in IC 23-5).

IC 23-18-1-5"Contribution"

Sec. 5. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services that a person transfers to a limited liability company in the capacity as a member.

IC 23-18-1-6"Corporation"

Sec. 6. "Corporation" means a domestic corporation or a foreign corporation (as defined in either IC 23-0.5 or IC 23-17).

IC 23-18-1-7"Distribution"

Sec. 7. "Distribution" means a direct or an indirect transfer of money or other property or the incurrence or the transfer of indebtedness by a limited liability company to or for the benefit of its members in respect of their interests in the limited liability company. A distribution may be in the form of a declaration or payment of a dividend, purchase, redemption, or other acquisition of an interest, a distribution of indebtedness, or otherwise. The term does not include:

(2) the making of or payment or performance upon a bona fide guaranty or similar arrangement by a limited liability company to or for the benefit of its members.

As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006, SEC.26; P.L.40-2013, SEC.5.

IC 23-18-1-8"Event of dissociation"

Sec. 8. "Event of dissociation" means an event that causes a person to cease being a member of a limited liability company as provided by IC 23-18-6-5.

IC 23-18-1-9"Foreign limited liability company"

(1) an unincorporated association organized under the laws of a state other than Indiana or another jurisdiction, including a foreign country;

(2) organized under a statute that affords each member of the entity limited liability with respect to the activities and ownership of the entity; and

(3) not required to obtain a certificate of registration as a foreign limited partnership under IC 23-16 or qualify to transact business as a foreign business trust under IC 23-5.

IC 23-18-1-10"Interest"

Sec. 10. "Interest" means a member's economic rights in the limited liability company, including the member's share of the profits and losses of the limited liability company and the right to receive distributions from the limited liability company.

IC 23-18-1-11"Limited liability company" or "domestic limited liability company"

Sec. 11. "Limited liability company" or "domestic limited liability company" means an entity that is an unincorporated association organized under this article.

IC 23-18-1-12"Limited partnership"

Sec. 12. "Limited partnership" means an Indiana limited partnership or foreign limited partnership (as defined in IC 23-16).

IC 23-18-1-13"Majority in interest of the members"

Sec. 13. "Majority in interest of the members" means the members who have made more than fifty percent (50%) of the agreed value, as stated in the records of the limited liability company, of the total contributions made by all members, to the extent that the contributions have not been previously returned.

IC 23-18-1-14"Manager"

Sec. 14. "Manager" means, with respect to a limited liability company whose articles of organization provide for a manager, a person designated in accordance with the authority under IC 23-18-4-1(b).

IC 23-18-1-15"Member"

Sec. 15. "Member" means a person admitted to membership in a limited liability company under IC 23-18-6-1 and as to whom an event of dissociation has not occurred.

IC 23-18-1-16"Operating agreement"

Sec. 16. "Operating agreement" means any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business that is binding upon all the members.

IC 23-18-1-17"Person"

Sec. 17. "Person" means an individual, a corporation, a general or limited partnership, an association, a limited liability company, a foreign limited liability company, a business trust, or another legal or commercial entity.

IC 23-18-1-18"Principal office"

Note: This version of section effective until 1-1-2026. See also following version of this section, effective 1-1-2026.

Sec. 18. "Principal office" means the office, within or outside of Indiana, so designated in the biennial report where the principal executive offices of a domestic or foreign limited liability company are located.

IC 23-18-1-18"Principal office"

Note: This version of section effective 1-1-2026. See also preceding version of this section, effective until 1-1-2026.

As added by P.L.8-1993, SEC.301. Amended by P.L.11-1996, SEC.26; P.L.96-2025, SEC.10.

IC 23-18-1-19"State"

Sec. 19. "State" refers to a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

23-18-2-3Professional licensing or regulatory authorities; powers

IC 23-18-2-1Organization; purpose; regulation

(1) be organized under this article for any business, personal, or nonprofit purpose; and

(b) A limited liability company must comply with any statute that regulates the limited liability company's business.

Sec. 2. Unless the limited liability company's articles of organization provide otherwise, every limited liability company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including the following:

(2) Make and amend operating agreements, not inconsistent with its articles of organization or with the laws of this state, for managing the business and regulating the affairs of the limited liability company.

(3) Purchase, receive, lease, or otherwise acquire and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located.

(4) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.

(B) own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and

any corporation, partnership, association, limited liability company, foreign limited liability company, or business trust.

(6) Make contracts and guarantees, incur liabilities, borrow money, and issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income.

(7) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.

(8) Be a promoter, a stockholder, a partner, a member, a manager, an associate, or an agent of any corporation, partnership, limited liability company, foreign limited liability company, joint venture, trust, or other enterprise.

(9) Conduct its business, locate offices, and exercise the powers granted by this article within or outside Indiana.

(10) Elect or appoint managers, agents, and employees, define their duties, fix their compensation, and lend them money and credit.

(11) Pay pensions and establish and administer pension plans, pension trusts, profit-sharing plans, welfare plans, qualified and nonqualified retirement plans, and benefit or incentive plans for any or all of its current or former managers, employees, and agents.

(12) Make donations for public welfare, charitable, scientific, or educational purposes.

(14) Indemnify and hold harmless any member, manager, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness and subject to any standards and restrictions set forth in a written operating agreement.

(15) To the extent authorized by the licensing authority (as defined in IC 23-1.5-1-9) provide professional services (as defined in IC 23-1.5-1-11).

(16) Make payments or donations or do any other act that furthers the business and affairs of the limited liability company.

(17) Adopt, either in the limited liability company's articles of organization or written operating agreement, a provision establishing exclusive jurisdiction in the circuit or superior courts of any county in Indiana or in the United States district courts of Indiana, for:

(A) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the limited liability company to the limited liability company;

(ii) the limited liability company's articles of organization or operating agreement; or

IC 23-18-2-3Professional licensing or regulatory authorities; powers

Sec. 3. Except for the prohibitions in this article concerning the personal liability of members, managers, employees, and agents of a limited liability company organized under this article, nothing in this article is intended to restrict or limit in any manner the authority and duty of any licensing authority (as defined in IC 23-1.5-1-9) or to regulate the provision of professional services (as defined in IC 23-1.5-1-11) within Indiana, notwithstanding that the member, manager, or employee of a limited liability company is providing professional services or engaging in the practice of a profession through the limited liability company.

IC 23-18-2-4Formation; articles of organization; contents

Sec. 4. (a) At least one (1) person may form a limited liability company by causing articles of organization to be executed and filed for record with the office of the secretary of state. A person does not need to be a member of the limited liability company at the time of formation or after formation has occurred.

(2) The street address of the limited liability company's registered office in Indiana and the name of the limited liability company's registered agent at that office.

(3) The latest date upon which the limited liability company is to dissolve, or a statement that the duration of the limited liability company is perpetual until dissolution in accordance with this article.

(4) If the articles of organization provide for a manager or managers, a statement to that effect.

(5) Any other matters not inconsistent with this article that the members agree to include, including any matters that are required to be or may be included in an operating agreement under this article.

IC 23-18-2-5Amendment of articles of organization

Sec. 5. (a) Articles of organization of a limited liability company may be amended by filing articles of amendment of the articles of organization in the office of the secretary of state. The articles of amendment must contain the following:

(b) Articles of organization of a limited liability company may be amended at any time that the members determine provided that the articles of organization as amended contain only provisions that may be lawfully contained in articles of organization at the time the amendment is made.

IC 23-18-2-6Restated articles of organization

Sec. 6. (a) Articles of organization may be restated at any time. Restated articles of organization must:

(3) state in the heading or in a separate paragraph the limited liability company's present name, and if the name has been changed, all of its former names and the date of filing of its original articles of organization.

(b) A restated articles of organization may include one (1) or more amendments to the articles of organization. If the restated articles of organization include an amendment, the amendment must be adopted as provided in section 5 of this chapter.

IC 23-18-2-7Filing articles with secretary of state; notice

Sec. 7. The fact that articles of organization of a limited liability company are on file in the office of the secretary of state is notice that the limited liability company has been organized and is notice of all other facts that are required to be set forth in the articles of organization under section 4 of this chapter and that are set forth in the articles of organization.

IC 23-18-2-8Repealed

As added by P.L.8-1993, SEC.301. Amended by P.L.178-2002, SEC.105; P.L.119-2015, SEC.70; P.L.170-2016, SEC.15. Repealed by P.L.118-2017, SEC.98.

IC 23-18-2-9Repealed

As added by P.L.8-1993, SEC.301. Amended by P.L.277-2001, SEC.22; P.L.119-2015, SEC.71; P.L.170-2016, SEC.16. Repealed by P.L.118-2017, SEC.99.

IC 23-18-2-9.5Repealed

IC 23-18-2-10Repealed

As added by P.L.8-1993, SEC.301. Amended by P.L.63-2014, SEC.29. Repealed by P.L.118-2017, SEC.100.

IC 23-18-2-11Repealed

IC 23-18-2-12Repealed

As added by P.L.8-1993, SEC.301. Amended by P.L.228-1995, SEC.26. Repealed by P.L.118-2017, SEC.102.

IC 23-18-2-13Repealed

IC 23-18-3Chapter 3. Relations of Members and Managers to Persons Dealing With a Limited Liability Company

23-18-3-1Members and managers as agents; companies existing on or before June 30, 1999

23-18-3-1.1Members and managers as agents; companies formed after June 30, 1999

23-18-3-2Notice to member or manager imputed to company; exceptions

23-18-3-2.6Intent; validity of operating agreements and acts before July 1, 2014

23-18-3-3Personal liability of members, managers, agents, or employees

IC 23-18-3-1Members and managers as agents; companies existing on or before June 30, 1999

Sec. 1. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.

(b) Except as provided in subsection (c), each member is an agent of the limited liability company for the purpose of the limited liability company's business or affairs, and the act of any member, including the execution in the name of the limited liability company of an instrument for apparently carrying on in the usual way the business or affairs of the limited liability company, binds the limited liability company, unless:

(1) the acting member does not have authority to act for the limited liability company in the particular matter; and

(2) the person with whom the member is dealing has knowledge of the fact that the member does not have the authority to act.

(c) If the articles of organization provide for a manager or managers, and except to the extent provided in the articles of organization:

(1) a member acting solely in the capacity as a member is not an agent of the limited liability company; and

(2) each manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the manager so acting does not have authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager does not have the authority to act.

(d) An act of a manager or a member that is not apparently for the carrying on in the usual way the business of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement or by the unanimous consent of all members at any time.

IC 23-18-3-1.1Members and managers as agents; companies formed after June 30, 1999

Sec. 1.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.

(b) Except as provided in subsection (c) or the articles of organization, each member is an agent of the limited liability company for the purpose of the limited liability company's business or affairs, and the act of any member, including the execution in the name of the limited liability company of an instrument for apparently carrying on in the usual way the business or affairs of the limited liability company, binds the limited liability company, unless:

(1) the acting member does not have authority to act for the limited liability company in the particular matter; and

(2) the person with whom the member is dealing has knowledge of the fact that the member does not have the authority to act.

(c) If the articles of organization provide for a manager or managers, and except to the extent provided in the articles of organization:

(1) a member acting solely in the capacity as a member is not an agent of the limited liability company; and

(2) each manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the manager does not have authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager does not have the authority to act.

(d) An act of a manager or member that is not apparently for the carrying on in the usual way the business of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement or by the unanimous consent of all members at any time.

IC 23-18-3-2Notice to member or manager imputed to company; exceptions

Sec. 2. (a) Except as provided in subsection (b), notice to a member of a matter relating to the business or affairs of the limited liability company and the knowledge of the member acting in the particular matter acquired while a member or of which the person had knowledge at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated the knowledge to the acting member, is notice to the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that member.

(1) notice to a manager of a matter relating to the business or affairs of the limited liability company, and the knowledge of the manager acting in the particular matter, acquired while a manager or of which the person had knowledge at the time of becoming a manager, and the knowledge of any other manager who reasonably could and should have communicated the knowledge to the acting manager, is notice to the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that manager; and

(2) notice to or knowledge of any member of a limited liability company while the member is acting solely in the capacity of a member is not notice to or knowledge of the limited liability company.

IC 23-18-3-2.5Officers

Sec. 2.5. If the written operating agreement of a limited liability company provides for officers as permitted by IC 23-18-4-4(a)(3), the following apply:

(2) Each officer has the status of an agent of the limited liability company for purposes of section 3 of this chapter.

(3) If an officer acts within the officer's apparent authority to carry on the business of the limited liability company in the usual way, the officer's actions bind the limited liability company to the same extent as the actions of a manager would bind a limited liability company under section 1.1(c)(2) and 1.1(d) of this chapter.

(4) Notice to an officer of a matter relating to the business or affairs of the limited liability company, or the knowledge of the officer acting in the particular matter, is notice to the limited liability company to the same extent that notice to a manager or knowledge of a manager would be treated as notice to a limited liability company under section 2(b)(1) of this chapter.

IC 23-18-3-2.6Intent; validity of operating agreements and acts before July 1, 2014

Sec. 2.6. Section 2.5 of this chapter and IC 23-18-4-4(a)(3) are not intended to adversely affect the validity of:

(1) any provision of a written operating agreement in effect before July 1, 2014, that:

IC 23-18-3-3Personal liability of members, managers, agents, or employees

Sec. 3. (a) A member, a manager, an agent, or an employee of a limited liability company is not personally liable for the debts, obligations, or liabilities of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company. A member, a manager, an agent, or an employee of a limited liability company may be personally liable for the person's own acts or omissions.

(b) This article and Indiana law exclusively govern any conflict between Indiana law and the laws of another state with regard to the liability of a member, a manager, an agent, or an employee of a limited liability company organized and existing under this article for the debts, obligations, or liabilities of the limited liability company, or for the acts or omissions of other members, managers, agents, or employees of the limited liability company.

IC 23-18-3-4Professional services; liability

Sec. 4. (a) This article does not alter any law applicable to the relationship between a person rendering professional services and a person receiving professional services, including liability arising out of the professional services.

(b) A person rendering professional services as a member, a manager, an employee, or an agent of a limited liability company is personally liable for the consequences of the person's acts or omissions to the extent provided by Indiana law or the laws of another state where the person is considered responsible.

IC 23-18-3-5Member as party to proceeding

Sec. 5. A member of a limited liability company may not be made a party to a proceeding by or against a limited liability company solely by reason of being a member of the limited liability company, except:

(1) when the object of the proceeding is to enforce a member's right against or liability to the limited liability company; or

IC 23-18-4Chapter 4. Rights and Duties of Members and Managers

23-18-4-2Acts and omissions liability; trustee for personal benefits derived through company; duties of member in company providing for manager

23-18-4-6Initial operating agreement; amendments; power of attorney

23-18-4-7Enforcement of operating agreement; injunctive or other relief

23-18-4-10Good faith reliance on records by members or managers; liability

IC 23-18-4-1Authority of members or managers

Sec. 1. (a) Unless the articles of organization provide for a manager or managers, management of the business or affairs of the limited liability company is vested in the members. Subject to any provisions in the operating agreement or this article restricting or enlarging the management rights and duties of any person or group or class of persons, the members have the right and authority to manage the affairs and make all decisions of the limited liability company.

(b) If the articles of organization provide for a manager or managers, except to the extent that the operating agreement reserves the authority to any members or class or group of members, the manager or managers have the authority to manage the business or affairs of the limited liability company. Unless otherwise provided in a written operating agreement, a manager or managers:

(1) must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority in interest of the members;

(2) do not need to be members of the limited liability company or natural persons; and

(3) unless they have been earlier removed or have earlier resigned, shall act as managers until their successors have been elected and qualified.

IC 23-18-4-2Acts and omissions liability; trustee for personal benefits derived through company; duties of member in company providing for manager

Sec. 2. (a) Unless otherwise provided in a written operating agreement, a member or manager is not liable for damages to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company, unless the act or omission constitutes willful misconduct or recklessness.

(b) Unless otherwise provided in a written operating agreement, each member and manager must account to the limited liability company and hold as trustee for it any profit or benefit derived by the manager or member without the consent of a majority of the disinterested managers or members or other persons participating in the management of the business or affairs of the limited liability company from:

(1) a transaction connected with the conduct or winding up of the limited liability company; or

(2) any use by the manager or member of the limited liability company's property, including confidential or proprietary information of the limited liability company or other matters entrusted to the manager or member because of the manager's or member's status as manager or member.

(c) Unless otherwise provided in a written operating agreement, a member of a limited liability company in which the articles of organization provide for a manager or managers and who is not a manager has no duties to the limited liability company or to the other members solely by reason of acting in the capacity as a member.

IC 23-18-4-3Affirmative vote, approval, or consent; requirements

Sec. 3. (a) Unless the articles of organization provide for a manager or managers, and except as otherwise provided in a written operating agreement or this article and subject to subsection (c), the affirmative vote, approval, or consent of a majority in interest of the members is required to decide a matter connected with the business or affairs of the limited liability company.

(b) If the articles of organization provide for more than one (1) manager and except as provided otherwise in a written operating agreement or this article, the affirmative vote, approval, or consent of a majority of the managers shall be required to decide any matter that requires the approval of the managers.

(c) Except as provided otherwise in a written operating agreement, the affirmative vote, approval, or consent of all members is required to do the following:

(2) Authorize a manager, a member, or another person to do an act on behalf of the limited liability company that contravenes the operating agreement, including a written provision of the operating agreement that expressly limits the purpose, business, affairs, or conduct of the limited liability company.

IC 23-18-4-4Written operating agreement

Sec. 4. (a) A written operating agreement may do one (1) or more of the following:

(1) Modify, increase, decrease, limit, or eliminate the duties (including fiduciary duties) or the liability of a member or manager for breach of the duties set forth in section 2(a) of this chapter.

(2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

by specifying the title, powers, duties, and term of office (either perpetual or for a specific term) for each officer and the means by which each officer is to be appointed, elected, or reelected, or by authorizing in the written operating agreement the authority of the manager or managers of a manager-managed limited liability company or the member or members of a member-managed limited liability company to otherwise establish officers and the titles, powers, duties, and terms of office of the officers.

(4) Provide that one (1) or more persons who are not members or managers have the right to approve or disapprove any of one (1) or more specified actions with respect to the limited liability company, including:

(b) If a person who is not a member or manager is given the right to approve or disapprove specified actions as permitted by subsection (a)(4), the person does not have the general right to vote with the members or managers regarding any matters unless specifically provided otherwise in the written operating agreement.

As added by P.L.8-1993, SEC.301. Amended by P.L.40-2013, SEC.8; P.L.63-2014, SEC.32.

IC 23-18-4-5Operating agreements; objectives

Sec. 5. Members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of the members and managers, if any, including provisions establishing the following:

(1) The manner in which the business and affairs of the limited liability company shall be managed, controlled, and operated, which may include the granting of exclusive authority to manage, control, and operate the limited liability company to managers who are not members.

(2) The manner in which the members will share in distributions of the assets and the profits or losses of the limited liability company.

(3) The rights of members to assign all or a portion of their interests in the limited liability company.

(4) Classes or groups of at least one (1) member having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of members having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of members.

(5) Classes or groups of at least one (1) manager having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of managers having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of managers.

(6) The circumstances in which an assignee of a member's interest may be admitted as a member of the limited liability company.

(A) The right to have a member's interest in the limited liability company evidenced by a certificate issued by the limited liability company.

(B) Assignment, pledge, or transfer of an interest represented by the certificate.

IC 23-18-4-6Initial operating agreement; amendments; power of attorney

Sec. 6. (a) The initial operating agreement must be agreed to by all persons who are members at the time the initial agreement is accepted.

(b) An amendment to an oral operating agreement must be approved by the unanimous consent of all members.

(c) An amendment to a written operating agreement must be in writing and must, unless otherwise provided in the operating agreement before the amendment, be approved by the unanimous consent of all members.

(d) A copy of any written amendment to an operating agreement must be delivered to each member who did not consent to the amendment and to each assignee who has not been admitted as a member.

(e) A person may sign articles of organization, an operating agreement, or an amendment to articles of organization or an operating agreement as an attorney in fact. A power of attorney relating to the signing of a document under this subsection by an attorney in fact may but is not required to be:

However, the power of attorney must be retained in the records of the limited liability company.

IC 23-18-4-7Enforcement of operating agreement; injunctive or other relief

Sec. 7. (a) A court may enforce an operating agreement by injunction or by granting other relief that the court in its discretion determines to be fair and appropriate in the circumstances.

(b) As an alternative to injunctive or other equitable relief, when the provisions under IC 23-18-9-2 are applicable, the court may order dissolution of the limited liability company.

IC 23-18-4-8Records; inspection; full disclosure; omissions

Sec. 8. (a) A limited liability company must keep at its principal office the following records and information:

(1) A list with the full name and last known mailing address of each member and manager, if any, of the limited liability company from the date of organization.

(3) Copies of the limited liability company's federal, state, and local income tax returns and financial statements, if any, for the three (3) most recent years, or if the returns and statements were not prepared, copies of the information and statements provided to or that should have been provided to the members to enable them to prepare their federal, state, and local tax returns for the same period.

(4) Copies of any written operating agreements and all amendments and copies of any written operating agreements no longer in effect.

(5) Unless otherwise set forth in a written operating agreement, a writing setting out the following:

(A) The amount of cash, if any, and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which any additional contributions agreed to be made by each member are to be made.

(B) The events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up.

(b) A member may, at the member's own expense, inspect and copy the limited liability company records described in subsection (a) where the records are located during ordinary business hours if the member gives the limited liability company written notice of the member's request at least five (5) business days before the date on which the member wishes to inspect and copy the records.

(c) Unless greater rights of access to records or other information are provided in a written operating agreement, members or managers, if any, shall give to the extent the circumstances allow just, reasonable, true, and full information of all things affecting the members to any member or to the legal representative of any deceased member or of any member under legal disability upon reasonable demand for any purpose reasonably related to a member's interest as a member of the limited liability company.

(d) If a limited liability company is managed by one (1) or more managers, a member or the legal representative of a deceased member or a member under a legal disability may obtain information under subsection (c) only if:

(1) the member makes the request at least five (5) business days before the date on which the member wishes to obtain the information;

(3) the member describes with reasonable particularity the member's purpose and the information that the member wishes to obtain; and

(e) Failure of the limited liability company to keep or maintain the records or information required by this section is not grounds for imposing liability on any member for the debts and obligations of the limited liability company.

As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006, SEC.28; P.L.1-2007, SEC.163.

IC 23-18-4-9Managerial omissions; penalties or consequences

(1) a manager who fails to perform and comply with the terms and conditions of the operating agreement is subject to penalties or consequences specified in the operating agreement; and

(2) at the time or upon the happening of events specified in the operating agreement, a manager is subject to penalties or consequences specified in the operating agreement.

IC 23-18-4-10Good faith reliance on records by members or managers; liability

Sec. 10. A member or manager of a limited liability company is not liable when relying in good faith upon the records of the limited liability company and on the information, opinions, reports, or statements presented to the limited liability company by its other managers, members, agents, or employees, or by any other person, concerning matters the member or manager reasonably believes are within the other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports, or statements concerning the value and amount of the assets, liabilities, profits, or losses of the limited liability company or other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid.

IC 23-18-4-11Resignation of manager

Sec. 11. (a) A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement.

(b) A written operating agreement may provide that a manager does not have the right to resign as a manager of a limited liability company. Notwithstanding any provision in an operating agreement to the contrary, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates the operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount payable to the resigning manager.

IC 23-18-4-12Business between company and member or manager

Sec. 12. Except when prohibited in a written operating agreement, a member or manager may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect to the transaction as a person who is not a member or manager.

Sec. 13. The policy of this article is to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements of limited liability companies.

23-18-5-1Promises to contribute property or services; enforceability

23-18-5-2Obligation to make capital contribution or other payment; compromise; effect; remedies or consequences of nonpayment

23-18-5-5Dissociation; companies existing on or before June 30, 1999

IC 23-18-5-1Promises to contribute property or services; enforceability

Sec. 1. (a) A promise by a member to make a contribution to the limited liability company is not enforceable unless the promise is written and signed by the member.

(b) Except as otherwise provided in a written operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform for any reason, including death and disability.

(c) If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to the value of that portion of the contribution that has not been made. This option is in addition to and not in lieu of any other rights, including the right to specific performance, that the limited liability company may have against the member under the operating agreement or applicable law.

IC 23-18-5-2Obligation to make capital contribution or other payment; compromise; effect; remedies or consequences of nonpayment

Sec. 2. (a) The obligation of a member to make a capital contribution or return money or other property paid or distributed in violation of this article may be compromised only:

(2) if a written operating agreement does not so provide, with the unanimous consent of the members.

(b) Any compromise does not affect the rights, if any, of any creditor of a limited liability company who, before the compromise, extends credit or acts in reliance on the obligation after the member signs a writing that reflects the obligation.

(c) An operating agreement may provide that a member who fails to make a capital contribution or other payment that the member is required to make is subject to specified remedies for or specified consequences of the failure. The remedy or consequence may include the following form:

(2) Subordinating the defaulting member's interest in the limited liability company to that of nondefaulting members.

(3) A forced sale of the defaulting member's interest in the limited liability company.

(4) Forfeiture of the defaulting member's interest in the limited liability company.

(5) A loan by the nondefaulting members of the amount necessary to meet the commitment.

(6) A determination of the value of the member's interest in the limited liability company by appraisal or by formula and redemption and sale of the defaulting member's interest in the limited liability company at that value.

IC 23-18-5-3Allocation of profits and losses

Sec. 3. Unless otherwise provided in the operating agreement, profits and losses must be allocated on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent the contributions have been received by the limited liability company and not previously returned.

IC 23-18-5-4Shared distributions of cash or other assets

Sec. 4. Except as provided in section 5 or 5.1 of this chapter and IC 23-18-9-6, distributions of cash or other assets of a limited liability company must be shared among the members and among classes of members in the manner provided in the operating agreement. If the operating agreement does not provide otherwise, distributions must be allocated on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent the contributions have been received by the limited liability company and not previously returned. A member is entitled to receive distributions described in this section from a limited liability company to the extent and at the times or upon the happening of the events specified in the operating agreement or at the times determined by the members or managers, if any, voting under IC 23-18-4-3.

IC 23-18-5-5Dissociation; companies existing on or before June 30, 1999

Sec. 5. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.

(b) Upon the occurrence of an event of dissociation under IC 23-18-6-5 that does not cause dissolution, a dissociating member is entitled to receive:

(1) any distribution that the member is entitled to under this article or the operating agreement; and

(2) unless otherwise provided in the operating agreement, within a reasonable time after dissociation, the fair value of the member's interest in the limited liability company as of the date of dissociation based on the member's right to share in distributions from the limited liability company, less a distribution received under subdivision (1).

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.4; P.L.130-2006, SEC.29.

IC 23-18-5-5.1Dissociation; companies formed after June 30, 1999

Sec. 5.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.

(b) Upon the occurrence of an event of dissociation under IC 23-18-6-5, a dissociating member is entitled to receive:

(1) any distribution that the member is entitled to under this article or the operating agreement; and

IC 23-18-5-6Distributions

Sec. 6. (a) A distribution may not be made if after giving effect to the distribution:

(1) the limited liability company would not be able to pay its debts as the debts become due in the usual course of business; or

(2) the limited liability company's total assets would be less than the sum of its total liabilities plus, unless the operating agreement permits otherwise, the amount that would be needed if the affairs of the limited liability company were to be wound up at the time of the distribution to satisfy any preferential rights that are superior to the rights of members receiving the distribution.

(b) The limited liability company may base a determination that a distribution is not prohibited under subsection (a) upon one (1) of the following:

(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances.

(2) A fair valuation of assets and liabilities or other reasonable method approved by the members or managers, if any.

(1) the date the distribution is authorized if the payment occurs not more than one hundred twenty (120) days after the date of authorization; or

(2) the date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.

(d) A limited liability company's indebtedness to a member incurred by reason of an obligation to make a distribution in accordance with this section is at parity with the limited liability company's indebtedness to its general unsecured creditors, except to the extent subordinated by agreement.

(e) If terms of the indebtedness provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members could then be made under this section, indebtedness of a limited liability company, including indebtedness issued as a distribution, is not a liability for purposes of determinations made under subsection (b).

(f) If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.

IC 23-18-5-7Unlawful distributions; liability

Sec. 7. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or section 6 of this chapter is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating the operating agreement or section 6 of this chapter or if it is established that the member or manager did not act in compliance with section 6 of this chapter.

(b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution from the following:

(1) Each other member or manager who could be held liable under subsection (a) for the unlawful distribution.

(2) Each member for the amount the member received knowing that the distribution was made in violation of the operating agreement or section 6 of this chapter.

(c) A proceeding under this section is barred unless it is commenced not more than two (2) years after the date on which the effect of the distribution is measured under section 6 of this chapter.

IC 23-18-5-8Distributions in kind

Sec. 8. (a) Except as provided in the operating agreement, a member, regardless of the nature of the member's contribution, does not have a right to demand and receive a distribution from a limited liability company in a form other than cash.

(b) Except as provided in the operating agreement, a member may not be compelled to accept a distribution in kind from a limited liability company to the extent that the member's percentage interest in the assets being distributed in kind exceeds the percentage of distributions that the member is entitled to receive under section 4 of this chapter.

IC 23-18-5-9Status of member entitled to receive distribution

Sec. 9. At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.

23-18-6-2.5Member interest designated as transfer on death property or held in joint tenancy

23-18-6-3Assignment of interest; companies existing on or before June 30, 1999

23-18-6-3.1Assignment of interest; companies formed after June 30, 1999

23-18-6-4Assignee membership; death of sole member; companies existing on or before June 30, 1999

23-18-6-4.1Assignee membership; death of sole member; companies existing on or after June 30, 1999

23-18-6-6Withdrawal of member; companies existing on or before June 30, 1999

23-18-6-6.1Withdrawal of member; companies formed after June 30, 1999

IC 23-18-6-0.5Minimum membership

Sec. 0.5. A limited liability company formed under this article or a foreign limited liability company admitted to transact business in Indiana under IC 23-0.5-5 may have at least one (1) member.

IC 23-18-6-1Acquisition of membership

Sec. 1. (a) Subject to subsection (b), a person may become a member in a limited liability company:

(1) in the case of a person acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or if the operating agreement does not provide in writing, upon the written consent of all members; and

(2) in the case of an assignee of an interest, as provided in section 4 or 4.1 of this chapter.

(b) The effective time of admission of a member to a limited liability company is the later of the following:

(2) The time provided in the operating agreement, or if no time is provided, when the person's admission is reflected in the records of the limited liability company.

IC 23-18-6-2Interest of member; nature

Sec. 2. The interest of a member in a limited liability company is personal property.

IC 23-18-6-2.5Member interest designated as transfer on death property or held in joint tenancy

Sec. 2.5. (a) Unless otherwise limited or prohibited in a written operating agreement, any member interest in a limited liability company:

(2) may be titled and held in joint tenancy with right of survivorship between two (2) or more individuals.

(b) The following apply upon the death of a person who is the owner of a member interest designated as a transfer on death property:

(1) Each surviving transfer on death beneficiary has the status of an assignee of all or a fractional or percentage portion of the entire member interest owned by the deceased owner, depending on the number of surviving transfer on death beneficiaries, consistent with the transfer on death beneficiary designation, until that transfer on death beneficiary is admitted as a member of the limited liability company.

(2) The rights and obligations of each surviving transfer on death beneficiary with respect to the member interest are subject to all:

that apply to the member's interest or member interests generally under a written operating agreement.

(1) Each surviving joint tenant has the status of an assignee of all or a fractional or percentage portion of the entire member interest, depending on the number of surviving joint tenants, until the surviving joint tenant is admitted as a member of the limited liability company unless the surviving joint tenant was already a member under subsection (d) before the death of each other joint tenant.

(2) The rights and obligations of each surviving joint tenant with respect to the member interest are subject to all:

that apply to the member interest generally under a written operating agreement.

(d) If a member interest in a limited liability company is originally and initially issued in joint tenancy form to two (2) or more individuals, each joint tenant has the voting rights of a member unless otherwise provided in the written operating agreement. If an individual member:

(2) at a later date, makes a lawful transfer of the member interest to be held in joint tenancy between the member and one (1) or more other persons;

then, unless otherwise provided in a written operating agreement, each other person, while all joint tenants are alive, has the status of an assignee of a fractional part of the member interest until the other person is admitted as a member of the limited liability company.

IC 23-18-6-3Assignment of interest; companies existing on or before June 30, 1999

Sec. 3. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.

(2) an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled;

(3) an assignment of an interest does not of itself dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member;

(4) until the assignee of an interest becomes a member, the assignor continues to be a member and to have the power to exercise any rights of a member, subject to the other members' right to remove the assignor under section 5(a)(3)(B) of this chapter;

(5) until an assignee of an interest becomes a member, the assignee has no liability as a member solely as a result of the assignment; and

(6) the assignor of an interest is not released from liability as a member solely as a result of the assignment.

(c) Unless otherwise provided in an operating agreement, the pledge of or granting of a security interest, lien, or other encumbrance in or against any or all of the interest of a member is not an assignment and does not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.

IC 23-18-6-3.1Assignment of interest; companies formed after June 30, 1999

Sec. 3.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.

(2) an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled;

(4) until an assignee of an interest becomes a member, the assignee has no liability as a member solely as a result of the assignment; and

(5) the assignor of an interest is not released from liability as a member solely as a result of the assignment.

IC 23-18-6-4Assignee membership; death of sole member; companies existing on or before June 30, 1999

Sec. 4. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.

(b) Except as otherwise provided in a written operating agreement, if a limited liability company has at least two (2) members, an assignee of an interest may become a member only if the other members unanimously consent. If a limited liability company has only one (1) member, an assignee of the entire interest may become a member:

(2) except as otherwise provided in a written operating agreement by a specific reference to this subsection or as otherwise provided in an agreement between the assignor and the assignee, automatically upon the voluntary assignment by the sole member of all the member's interest to a single assignee that the member consented to at the time of the assignment and that was not affected by foreclosure or other similar legal process.

The consent of a member may be evidenced in any manner specified in writing in an operating agreement, but in the absence of a specification, consent must be evidenced by a written instrument, dated and signed by the member.

(3) the deceased member's interest in the limited liability company is not registered in beneficiary form under IC 32-17-14; and

(4) the limited liability company does not have a written operating agreement that controls or specifies the transfer or other disposition of the deceased member's interest;

(d) This subsection applies to the transfer of a deceased member's interest under the circumstances described in subsection (c). Unless otherwise provided in a written operating agreement or a valid disclaimer under IC 32-17.5, the deceased member's interest in a limited liability company passes automatically upon death to:

(1) a legatee identified in the deceased member's will admitted to probate under IC 29-1-7; or

(2) the deceased member's heirs under IC 29-1-2-1 if the deceased member died intestate.

A transfer of an interest under this subsection is subject to IC 29-1-7-23 and does not affect the enforceability of a timely filed claim by a creditor against the estate of the deceased member. A legatee or an heir is automatically admitted as a member of the limited liability company under this subsection.

(e) If a personal representative is appointed under IC 29-1-10 for the estate of a deceased member described in subsection (c), the personal representative possesses and may exercise all rights and powers of the deceased member's interest before the interest of the deceased member is distributed to the deceased member's legatees or heirs under this section.

(1) has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a member under the articles of organization, any operating agreement, and this article; and

(2) is liable for any obligations of the member's assignor for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7.

However, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member and that could not be ascertained from a written operating agreement.

(g) Whether or not an assignee of an interest becomes a member, the assignor is not released from the assignor's liability to the limited liability company for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7 that are solely a result of the assignment.

(h) Unless otherwise provided in a written operating agreement, a member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when an assignee of the member's interest becomes a member with respect to the assigned interest.

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.9; P.L.156-2023, SEC.11; P.L.99-2024, SEC.2.

IC 23-18-6-4.1Assignee membership; death of sole member; companies existing on or after June 30, 1999

Sec. 4.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.

(1) in accordance with the terms of an agreement between the assignor and the assignee; or

(2) except as otherwise provided in a written operating agreement by a specific reference to this subsection or as otherwise provided in an agreement between the assignor and the assignee, automatically upon the voluntary assignment by the sole member of all of the member's interest to a single assignee that the member consented to at the time of the assignment and that was not affected by foreclosure or other similar legal process.

(3) the deceased member's interest in the limited liability company is not registered in beneficiary form under IC 32-17-14; and

(4) the limited liability company does not have a written operating agreement that controls or specifies the transfer or other disposition of the deceased member's interest;

(1) a legatee identified in the deceased member's will admitted to probate under IC 29-1-7; or

(2) the deceased member's heirs under IC 29-1-2-1 if the deceased member died intestate.

A transfer of an interest under this subsection is subject to IC 29-1-7-23 and does not affect the enforceability of a timely filed claim by a creditor against the estate of the deceased member. A legatee or an heir is automatically admitted as a successor member or a member of the limited liability company under this subsection.

(2) is liable for any obligations of the member's assignor for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7.

As added by P.L.269-1999, SEC.10. Amended by P.L.156-2023, SEC.12; P.L.99-2024, SEC.3.

IC 23-18-6-5Cessation of membership

Sec. 5. (a) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events:

(1) The person withdraws from the limited liability company as provided in section 6 of this chapter.

(2) The person ceases to be a member as provided in section 4(h) or 4.1(h) of this chapter.

(B) unless otherwise provided in a written operating agreement, by the affirmative vote, approval, or consent of a majority in interest of the members after the member has assigned the member's entire interest in the limited liability company.

(4) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member who is an individual, the individual's death.

(5) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member who is acting as a member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee.

(6) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member that is a partnership, limited partnership, or another limited liability company, the dissolution and commencement of winding up of the partnership, limited partnership, or limited liability company.

(7) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member that is a corporation, the dissolution of the corporation.

(8) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited liability company.

(b) A written operating agreement may provide for other events that result in a person ceasing to be a member of the limited liability company, including insolvency, bankruptcy, and adjudicated incompetency.

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.11; P.L.99-2024, SEC.4.

IC 23-18-6-6Withdrawal of member; companies existing on or before June 30, 1999

Sec. 6. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.

(b) Unless a written operating agreement provides that a member does not have the power to withdraw by voluntary act from a limited liability company, the member may do so at any time by giving thirty (30) days written notice to the other members or other notice required under the operating agreement. If the member has the power to withdraw but the withdrawal is a breach of the operating agreement, or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement, including the reasonable cost of obtaining the replacement of services that the withdrawn member was obligated to perform. The limited liability company may offset the damages against amounts otherwise distributable to the withdrawn member, in addition to pursuing any remedies provided for in the operating agreement or available under applicable law.

(c) Unless otherwise provided in a written operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of the term is a breach of the operating agreement.

IC 23-18-6-6.1Withdrawal of member; companies formed after June 30, 1999

Sec. 6.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.

(b) Unless otherwise provided in a written operating agreement, a member may not withdraw from a limited liability company before the dissolution and winding up of the limited liability company. A member may withdraw from a limited liability company only at the time or upon the occurrence of events specified in the operating agreement and in accordance with the operating agreement.

IC 23-18-6-7Judgment creditors of members; rights

Sec. 7. (a) On application to a court with jurisdiction by a judgment creditor of a member, the court may charge the interest of the member in the limited liability company with the payment of the unsatisfied amount of the judgment with interest.

(b) To the extent the court charges under subsection (a), the judgment creditor has only the rights of an assignee of the member's interest in the limited liability company.

(c) This article does not deprive a member of the benefit of any exemption laws applicable to the member's interest in the limited liability company.

IC 23-18-8Chapter 8. Suits By and Against a Limited Liability Company

23-18-8-2Determination of lack of authority to sue; prohibited assertions

IC 23-18-8-1Persons entitled to bring suit in name of company

Sec. 1. Except as otherwise provided in a written operating agreement, a suit on behalf of a limited liability company may be brought in the name of the limited liability company by the following:

(1) A member of a limited liability company, whether or not the articles of organization provide for a manager or managers, who is authorized to sue by the affirmative vote of a majority in interest of the members, unless the vote of all members is required under IC 23-18-4-3. In determining the vote, the vote of a member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.

(2) If the articles of organization provide for a manager or managers, a manager who is authorized to do so by the articles of organization, an operating agreement, or a vote required under IC 23-18-4-3(b). In determining the vote, the vote of a manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.

IC 23-18-8-2Determination of lack of authority to sue; prohibited assertions

Sec. 2. A determination that a member or manager does not have authority to sue on behalf of the limited liability company under section 1 of this chapter may not be asserted for the following:

(2) As a basis for the limited liability company to bring a subsequent suit on the same cause of action.

23-18-9-1Circumstances requiring dissolution; companies existing on or before June 30, 1999

23-18-9-1.1Circumstances requiring dissolution; companies formed after June 30, 1999

23-18-9-4Entities entitled to wind up company's business or affairs

23-18-9-10Claimants not found or incompetent to receive assets; deposits for safekeeping; disbursement upon proof of entitlement

IC 23-18-9-1Circumstances requiring dissolution; companies existing on or before June 30, 1999

Sec. 1. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section.

(b) A limited liability company is dissolved and its affairs must be wound up on the first of the following to occur:

(1) At the time or on the occurrence of events specified in writing in the articles of organization or operating agreement.

(3) Except as provided in IC 23-18-6-4(c), upon the death of the member of a limited liability company that had one (1) member, an event of dissociation occurs with respect to a member, unless the business of the limited liability company is continued by the consent of all the remaining members not more than ninety (90) days after the occurrence of the event or as otherwise provided in writing in the articles of organization or operating agreement.

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.14; P.L.99-2024, SEC.5.

IC 23-18-9-1.1Circumstances requiring dissolution; companies formed after June 30, 1999

Sec. 1.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.

(b) A limited liability company is dissolved and the limited liability company's affairs must be wound up when the first of the following occurs:

(1) At the time or on the occurrence of events specified in writing in the articles of organization or operating agreement.

(A) formed under this article after June 30, 2013, the unanimous consent of the members, unless a written operating agreement provides that dissolution may be authorized by the vote of members holding fewer than all the interests in the limited liability company or holding fewer than all interests in one (1) or more classes of members; or

(B) formed under this article after June 30, 1999, and before July 1, 2013, if there is:

(i) one (1) class or group of members, written consent of two-thirds (2/3) in interest of the members; or

(ii) more than one (1) class or group of members, written consent of two-thirds (2/3) in interest of each class or group of members.

(c) Except as provided in IC 23-18-6-4.1(c), upon the death of the member of a limited liability company that had one (1) member, a limited liability company is dissolved and the limited liability company's affairs must be wound up if there are no members. However, this subsection does not apply if, under a provision in the operating agreement, not more than ninety (90) days after the occurrence of the event that caused the last remaining member to cease to be a member, either:

(B) to the admission of the personal representative or the personal representative's nominee or designee to the limited liability company as a member; or

(2) a member is admitted to the limited liability company in the manner provided for in the operating agreement specifically for the admission of a member to the limited liability company after the last remaining member ceases to be a member;

effective as of the time of the event that caused the last remaining member to cease to be a member.

As added by P.L.269-1999, SEC.15. Amended by P.L.130-2006, SEC.32; P.L.40-2013, SEC.12; P.L.99-2024, SEC.6.

IC 23-18-9-2Court-decreed dissolution

Sec. 2. On application by or for a member, the circuit or superior court of the county in which the limited liability company's principal office, or if there is none in Indiana, in which the registered office is located, may decree dissolution of the limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.

IC 23-18-9-3Powers of dissolved company; effect of dissolution

Sec. 3. (a) A dissolved limited liability company may only carry on business that is appropriate to wind up and liquidate its business and affairs, including the following:

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

(3) Subject members or managers to standards of conduct different from those prescribed under IC 23-18-4-2.

(5) Prevent commencement of a proceeding by or against the limited liability company in its name.

(6) Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution.

(7) Terminate the authority of the registered agent of the limited liability company.

IC 23-18-9-4Entities entitled to wind up company's business or affairs

Sec. 4. Unless otherwise provided in a written operating agreement, the following may wind up the business or affairs of the limited liability company:

(1) The members or managers with authority to manage the limited liability company under IC 23-18-4-1.

(2) If a member or manager has engaged in wrongful conduct or upon other cause shown, the circuit or superior court of:

(A) the county in which the limited liability company's principal office is located; or

(B) if there is none in Indiana the county in which its registered office is located;

IC 23-18-9-5Binding acts of members following dissolution

Sec. 5. (a) Except as provided in subsections (c), (d), and (e), following dissolution a member may bind the limited liability company:

(1) by an act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at the time of dissolution; and

(2) in a transaction that would have been binding on the limited liability company had the limited liability company not been dissolved if each party to the transaction does not have notice of the dissolution.

(b) The filing of articles of dissolution under section 7 of this chapter constitutes notice of dissolution for purposes of subsection (a)(2).

(c) An act of a member that is not binding on the limited liability company under subsection (a) is binding if the act is authorized by the limited liability company.

(d) An act of a member that would be binding under subsection (a) or would be authorized except for a restriction on authority does not bind the limited liability company to persons having knowledge of the restriction.

(e) If the articles of organization provide for a manager or managers and the manager or managers have delegated the exclusive authority to manage the affairs of the limited liability company, then a manager has the authority of a member under subsection (a), and a member does not have authority while acting solely in the capacity of a member.

IC 23-18-9-6Distribution of assets

Sec. 6. Upon the winding up of a limited liability company, the assets must be distributed as follows:

(1) To creditors, including members and managers who are creditors to the extent permitted by law, to satisfy the liabilities of the limited liability company whether by payment or by the establishment of adequate reserves except for liabilities for distributions to members under IC 23-18-5-4, and IC 23-18-5-5 or IC 23-18-5-5.1.

(2) Unless otherwise provided in a written operating agreement, to members and former members to satisfy the liabilities for distributions under IC 23-18-5-4 and IC 23-18-5-5.

(3) Unless otherwise provided in a written operating agreement, to members in proportion to the returned contribution.

IC 23-18-9-7Articles of dissolution; filing

Sec. 7. At any time after a limited liability company dissolves, the limited liability company may deliver to the secretary of state for filing articles of dissolution setting forth the following:

IC 23-18-9-7.5Revocation of dissolution

Sec. 7.5. (a) A limited liability company may revoke its dissolution within one hundred twenty (120) days of its effective date.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization for dissolution permitted revocation of the dissolution by action of the managers alone. If the authorization for dissolution permitted revocation of the dissolution by action of the managers alone, the managers may revoke the dissolution without member action.

(c) After the revocation of dissolution is authorized, the limited liability company may revoke the dissolution by delivering to the secretary of state for filing articles of dissolution and articles of revocation of dissolution. The articles of revocation of dissolution must set forth the following:

(4) If applicable, a statement that the limited liability company's members or managers revoked the dissolution.

(5) If the limited liability company's members or managers revoked a dissolution authorized by the members or managers, a statement that the authorization permitted revocation of the dissolution by action of the members or of the managers alone.

(d) Unless otherwise specified, a revocation of dissolution is effective when articles of revocation of dissolution are filed.

(e) A revocation of dissolution relates back to and takes effect as of the effective date of the dissolution. A limited liability company whose dissolution is revoked resumes carrying on business as if there had been no dissolution.

Sec. 8. (a) As used in this section, "claim" does not include a contingent liability or a claim based on an event occurring after the date of dissolution.

(b) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.

(c) The dissolved limited liability company shall notify known claimants in writing of the dissolution at any time after the dissolution. The written notice must contain the following:

(1) The amount that the dissolved limited liability company believes will satisfy the claim.

(2) A statement that the creditor has the right to dispute the amount of the claim and a description of the procedure for disputing the amount of the claim.

(4) The deadline for receiving disputing claims. The deadline may not be less than sixty (60) days after the effective date of the written notice.

(5) A statement that the claim will be fixed at the amount specified by the dissolved limited liability company if a dispute of the amount of the claim is not received by the deadline.

(d) If the amount of the claim is disputed, the claimant must notify the dissolved limited liability company of the dispute by the deadline. If the dissolved limited liability company rejects the disputed amount, the claimant must commence a proceeding to enforce the claim not more than ninety (90) days after the effective date of the limited liability company's rejection notice.

(1) The claimant does not notify the dissolved limited liability company by the deadline.

(2) The claimant has notified the dissolved limited liability company of a dispute and has received a rejection notice and does not commence a proceeding within ninety (90) days from the effective date of the rejection notice.

(f) Regardless of a dispute in the amount of the claim, the dissolved limited liability company must tender to the claimant the amount of the claim specified in the notice of the claim given under subsection (c) not more than thirty (30) days after the earlier of the following dates:

IC 23-18-9-9Notice of dissolution

Sec. 9. (a) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the limited liability company present them in accordance with the notice.

(1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or if there is none in Indiana its registered office, is or was last located.

(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.

(3) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced not more than two (2) years after the publication of the notice.

(c) If the dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company not more than two (2) years after the publication date of the notice:

(1) A claimant who did not receive written notice under section 8 of this chapter.

(2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on.

(3) A claimant whose claim is contingent or based on an event occurring after the date of dissolution.

(1) against the dissolved limited liability company to the extent of its undistributed assets; or

(2) if the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of the member's pro rata share of the claim or the assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.

IC 23-18-9-10Claimants not found or incompetent to receive assets; deposits for safekeeping; disbursement upon proof of entitlement

Sec. 10. Assets of a dissolved limited liability company that should be transferred to a creditor, claimant, or member of the limited liability company who cannot be found or who is not competent to receive the assets must be reduced to cash and deposited with the treasurer of state or other appropriate state official for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the treasurer of state or other appropriate state official must pay to the creditor, claimant, or member or a representative of the creditor, claimant, or member that amount.

23-18-13-1Application of state and federal constitutions; IC 1-1

IC 23-18-13-1Application of state and federal constitutions; IC 1-1

Sec. 1. All provisions of the Constitution of the United States, the Constitution of the State of Indiana, and IC 1-1 apply to this article.

IC 23-18-13-2References

Sec. 2. All references to this article in the articles of organization, operating agreement, and other rules that govern the internal affairs of a limited liability company are considered references to IC 23-0.5 and IC 23-0.6 also.

Ch. 6.Filing Requirements, Fees, and Other Administrative Provisions

23-18.1-1-5Certificate of designation and operating agreement consistent with this article

IC 23-18.1-1-1Application of article

IC 23-18.1-1-2Applicability of other laws

Sec. 2. This article does not of itself create an implication that a contrary or different rule of law is applicable to a limited liability company that is not a series limited liability company.

IC 23-18.1-1-3Application of article

Sec. 3. This article does not affect a statute or rule of law that is applicable to a limited liability company that is not a series limited liability company.

IC 23-18.1-1-4Limited liability company law applicable

Sec. 4. Except as otherwise provided in this article, IC 23-18 is generally applicable to all series limited liability companies.

IC 23-18.1-1-5Certificate of designation and operating agreement consistent with this article

Sec. 5. The certificate of designation or operating agreement of a series limited liability company may not limit, be inconsistent with, or supersede this article.

23-18.1-2-1Application of limited liability company definitions

IC 23-18.1-2-1Application of limited liability company definitions

IC 23-18.1-2-2Application of definitions

IC 23-18.1-2-3"Articles of designation"

IC 23-18.1-2-4"Foreign master limited liability company"

Sec. 4. "Foreign master limited liability company" means a foreign limited liability company that:

(2) is organized under a law that allows for the designation of one (1) or more series.

IC 23-18.1-2-5"Master limited liability company"

Sec. 5. "Master limited liability company" means a limited liability company that is formed under this article whose articles of organization authorize the designation of one (1) or more series.

IC 23-18.1-2-6"Operating agreement"

Sec. 6. "Operating agreement" means an operating agreement, as amended from time to time, adopted for the governance of a master limited liability company. The term includes an operating agreement that:

IC 23-18.1-2-7"Series"

Sec. 7. "Series", in the context of a series limited liability company, means a limited liability company series of interest established from time to time by the filing of articles of designation that:

(1) has separate rights, powers, or duties with respect to specified property or obligations; and

(2) to the extent provided for in an operating agreement, may have a separate business purpose or investment objective from that of:

IC 23-18.1-2-8"Series agreement"

Sec. 8. "Series agreement" means an agreement, as amended from time to time, adopted for the governance of the series.

IC 23-18.1-2-9"Series limited liability company"

Sec. 9. "Series limited liability company" means a master limited liability company that has designated one (1) or more series.

23-18.1-3-1Organized as master limited liability company or foreign master limited liability company; designation of series

23-18.1-3-2Election of series limited liability company by existing limited liability company; amending articles of incorporation; unanimous consent

23-18.1-3-3Plan of merger, consolidation, conversion, or share exchange; unanimous consent

23-18.1-3-5Plan of merger, consolidation, conversion, or share exchange affecting status; unanimous consent

23-18.1-3-6Requirements for sale, lease, exchange, or other disposition of assets

IC 23-18.1-3-1Organized as master limited liability company or foreign master limited liability company; designation of series

Sec. 1. (a) A master limited liability company must be organized in accordance with IC 23-18-2 and its articles of organization must authorize the designation of one (1) or more series.

(1) authorized to transact business in Indiana in accordance with IC 23-0.5-5; and

(2) organized under a law that allows for the designation of one (1) or more series.

Its articles of organization must authorize the designation of one (1) or more series.

IC 23-18.1-3-2Election of series limited liability company by existing limited liability company; amending articles of incorporation; unanimous consent

Sec. 2. (a) Subject to subsection (b), an existing limited liability company may become a master limited liability company under this article by amending its articles of organization to contain, in addition to any content requirements for articles of organization under IC 23-18, a statement that the limited liability company is authorized to designate one (1) or more series.

(b) An amendment to the articles of organization under subsection (a) is not effective unless the amendment is adopted by unanimous consent of the members.

IC 23-18.1-3-3Plan of merger, consolidation, conversion, or share exchange; unanimous consent

Sec. 3. (a) This section does not apply to a limited liability company that is a party to a merger if the members are not entitled to vote on the merger under IC 23-0.6-2-3.

(1) a domestic entity that is not a series limited liability company is a party to:

(2) the surviving entity in the merger, consolidation, conversion, or share exchange is to be a series limited liability company;

the plan of merger, consolidation, conversion, or share exchange must be adopted by the domestic entity by unanimous consent of the members, shareholders, or partners, as applicable.

IC 23-18.1-3-4Terminating status; unanimous consent

Sec. 4. (a) Subject to subsection (b), a series limited liability company may terminate its status as a series limited liability company and cease to be subject to this article by amending its articles of organization to delete the statement in its articles of organization required under section 1 of this chapter. All associated series terminate upon the effective date of the amendment.

(b) An amendment to the articles of organization under subsection (a) is not effective unless the amendment is adopted by unanimous consent of the members.

IC 23-18.1-3-5Plan of merger, consolidation, conversion, or share exchange affecting status; unanimous consent

Sec. 5. (a) This section does not apply to a limited liability company that is a party to a merger if the members of the limited liability company are not entitled to vote on the merger under IC 23-0.6-2-3.

(b) If a plan of merger, consolidation, conversion, or share exchange would have the effect of terminating the status of a limited liability company as a series limited liability company, the plan must be adopted by unanimous consent of the members in order to be effective.

IC 23-18.1-3-6Requirements for sale, lease, exchange, or other disposition of assets

Sec. 6. A sale, lease, exchange, or other disposition of all or substantially all of the assets of a series limited liability company is not effective unless one (1) or more of the following apply:

(2) The transaction is approved by two-thirds (2/3) of the members, unless otherwise provided for in the operating agreement.

23-18.1-4-2Establishment of designated series of members, managers, or limited liability company interests

23-18.1-4-3Establishment of classes or groups of members or managers

23-18.1-4-4Series with limited liability treated as separate entity; authority of series

23-18.1-4-5Agreement by member or manager to be obligated for debts, obligations, and liabilities

23-18.1-4-7Cease to be manager of series; limitation of effect

23-18.1-4-8Assignment, transfer, or redemption of member's limited liability company interest; cease association with series; limitation of effect

23-18.1-4-10Elections by master limited liability company and any series

IC 23-18.1-4-1Operating agreement requirement

IC 23-18.1-4-2Establishment of designated series of members, managers, or limited liability company interests

Sec. 2. An operating agreement of a master limited liability company may establish or provide for the establishment of one (1) or more designated series of members, managers, or limited liability company interests that:

(2) to the extent provided in the operating agreement, may have a separate business purpose or investment objective.

IC 23-18.1-4-3Establishment of classes or groups of members or managers

(1) provide for classes or groups of members or managers associated with a series having relative rights, powers, and duties as the operating agreement may provide;

(2) make provisions for the future creation of additional classes or groups of members or managers associated with the series having relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members or managers associated with the series; and

(3) provide for the taking of an action, without the vote or approval of any member or manager or class or group of members or managers, including:

(B) an action to create, under the provisions of the operating agreement, a class or group of the series of limited liability company interests that was not previously outstanding.

IC 23-18.1-4-4Series with limited liability treated as separate entity; authority of series

Sec. 4. (a) A series with limited liability must be treated as a separate entity to the extent set forth in the articles of organization of the master limited liability company.

(b) Each series with limited liability may, in its own name, do all the following:

(5) Otherwise conduct business and exercise the powers of a limited liability company under this article.

IC 23-18.1-4-5Agreement by member or manager to be obligated for debts, obligations, and liabilities

Sec. 5. In an operating agreement for a master limited liability company or in another written agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of one (1) or more series.

IC 23-18.1-4-6Management of series

Sec. 6. (a) A series may be managed, as provided in an operating agreement or series agreement, as applicable, by:

(b) Unless otherwise provided in an operating agreement, the management of a series must be vested in the members associated with the series.

(c) If the operating agreement provides for a manager or managers, the manager or managers have the authority to manage the business or affairs of the series, except to the extent that the operating agreement reserves the authority to any members or class or group of members of the series.

IC 23-18.1-4-7Cease to be manager of series; limitation of effect

Sec. 7. Except as otherwise provided in an operating agreement, any event under this article or in an operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause the manager to cease to be a manager of the master limited liability company or with respect to any other series of the master limited liability company.

IC 23-18.1-4-8Assignment, transfer, or redemption of member's limited liability company interest; cease association with series; limitation of effect

Sec. 8. (a) Unless otherwise provided in the operating agreement, a member ceases to:

(2) have the power to exercise any rights or powers of a member with respect to the series;

upon the assignment, transfer, or redemption of all the member's limited liability company interest with respect to the series.

(b) Except as otherwise provided in an operating agreement, any event under this article or an operating agreement that causes a member to cease to be associated with a series does not, in itself, cause the:

(1) member to cease to be associated with any other series or terminate the continued membership of a member in the master limited liability company; or

(2) termination of the series, regardless of whether the member was the last remaining member associated with the series, unless the business of the series is not continued as provided for under IC 23-18-9-1.1(c).

IC 23-18.1-4-9Voting rights

associated with a series the right to vote separately or with all or any class or group of the members or managers associated with the series, on any matter.

(b) Voting by members or managers associated with a series may be on a per capita, number, financial interest, class, group, or any other basis.

(c) An operating agreement may provide that any member or class or group of members associated with a series has no voting rights.

IC 23-18.1-4-10Elections by master limited liability company and any series

Sec. 10. (a) A master limited liability company and any of its series may elect any of the following:

(1) To consolidate their operations as a single taxpayer to the extent permitted under applicable law.

(4) To be treated as a single business for purposes of qualification to do business in Indiana or any other state.

(b) Any elections under subsection (a) do not affect the limitation of liability set forth in IC 23-18.1-5-1 except to the extent that two (2) or more series have specifically accepted joint or joint and several liability by contract.

23-18.1-5-2Holding of assets; accounting for assets separately

IC 23-18.1-5-1Liability limited; conditions

Sec. 1. (a) Notwithstanding any other law, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series are enforceable against the assets of the series only, and not against the assets of the master limited liability company generally or any other series of the master limited liability company if all the following apply:

(2) The operating agreement of the master limited liability company establishes or provides for the establishment of one (1) or more series.

(3) The records maintained for the series account for the assets associated with the series separately from the other assets of the master limited liability company and any other series of the master limited liability company.

(4) Notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of organization of the master limited liability company.

(5) The master limited liability company has filed articles of designation for each series that is to have limited liability under this section.

(b) Unless otherwise specifically provided in the operating agreement, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to:

(1) the master limited liability company generally are not enforceable against the assets of a particular series; or

(2) any series of the master limited liability company are not enforceable against the assets of any other series of the master limited liability company.

IC 23-18.1-5-2Holding of assets; accounting for assets separately

Sec. 2. (a) Assets associated with a series may be held directly or indirectly, including in the name of the series, in the name of the master limited liability company, through a nominee, or otherwise.

(b) Records maintained for a series that reasonably identify its assets, including by:

(5) computational or allocational formula or procedure, including a percentage or share of any asset or assets; or

(6) any other method under which the identity of the assets is objectively determinable;

is considered to account for the assets associated with the series separately from the other assets of the master limited liability company or any other series of the master limited liability company.

IC 23-18.1-5-3Notice of limitation on liabilities established

(1) the articles of organization of a master limited liability company contain the notice of the limitation on liabilities of a series as required by section 1 of this chapter; and

(2) articles of designation for the series are on file with the office of the secretary of state;

IC 23-18.1-6Chapter 6. Filing Requirements, Fees, and Other Administrative Provisions

23-18.1-6-1Forming master limited liability company; authority to designate series

23-18.1-6-2Filing articles of designation for each series; contents; existence of series

23-18.1-6-3Amending series; contents of articles of designation

23-18.1-6-4Dissolution; contents of articles of designation; dissolution decree; effect

IC 23-18.1-6-1Forming master limited liability company; authority to designate series

Sec. 1. A master limited liability company is formed by filing articles of organization with the office of the secretary of state. In addition to the requirements established in IC 23-18-2-4, a master limited liability company must state in its articles of organization that it is authorized to designate one (1) or more series.

IC 23-18.1-6-2Filing articles of designation for each series; contents; existence of series

(c) The filing of the articles of designation with the secretary of state is conclusive evidence, except as against the state, that all conditions precedent required to be performed have been complied with and that the series has been or will be legally organized and formed under this article. The existence of the series begins upon the filing of the articles of designation with the secretary of state.

IC 23-18.1-6-3Amending series; contents of articles of designation

Sec. 3. (a) A series with limited liability may be amended by filing with the secretary of state articles of designation.

(b) The articles of designation must contain all the following to amend the series:

(c) Articles of designation of a series may be amended at any time that the members determine if the articles of designation, as amended, contain only provisions that may be lawfully contained in articles of designation at the time the amendment is made.

IC 23-18.1-6-4Dissolution; contents of articles of designation; dissolution decree; effect

Sec. 4. (a) A series with limited liability may be dissolved by filing with the secretary of state articles of designation. The articles of designation must contain all the following to dissolve the series:

(b) The master limited liability company and any series of the master limited liability company may be voluntarily or administratively dissolved in the same manner as provided for in IC 23-18-9 and IC 23-0.5-6.

(c) On application by or for a member or manager associated with a series, the circuit or superior court of the county in which the master limited liability company's:

is located, may decree dissolution of the series whenever it is not reasonably practicable to carry on the business of the series in conformity with the operating agreement of the master limited liability company.

(d) Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the master limited liability company or any other series of the master limited liability company. The dissolution of a series does not affect the limitation on liabilities of the series provided in IC 23-18.1-5.

(e) The dissolution of the master limited liability company shall cause the dissolution of any series of the master limited liability company.

IC 23-18.1-6-5Execution of articles of designation

Sec. 5. Articles of designation of a series may be executed by the master limited liability company or any manager, person, or entity designated as an officer or authorized person or entity to execute contracts or certificates in the operating agreement for the master limited liability company.

IC 23-18.1-6-6Application of fees

Sec. 6. The fees established in IC 23-0.5-9 apply to any documents under this article delivered to the secretary of state for filing.

Sec. 7. (a) Except as otherwise provided in this section, the name requirements found in IC 23-0.5-3 are generally applicable to all series limited liability companies.

(b) The name of a master limited liability company must contain, in addition to the requirements of IC 23-0.5-3-2(d), "-S" after the corporate ending.

(c) Except in the case of a foreign limited liability company that has adopted an alternate name under IC 23-0.5-5-6, the name of the series with limited liability must:

(3) be distinguishable from the names of the other series set forth in the articles of organization of the master limited liability company or the articles of designation filed for any other series of the master limited liability company; and

(4) be distinguishable from the names of any limited liability company or other business entity reserved or organized under the laws of Indiana or authorized to transact business in Indiana.

(d) In the case of a foreign limited liability company that has adopted an alternate name under IC 23-0.5-5-6, the name of the series with limited liability must contain the entire name under which the foreign limited liability company has been admitted to transact business in Indiana.

IC 23-18.1-6-8Maintaining a registered agent

Sec. 8. (a) A master limited liability company must continuously maintain a registered agent in Indiana as required under IC 23-0.5-4-1.

(b) The registered agent of the master limited liability company serves as the agent and office for service of process in Indiana for each series of the master limited liability company.

IC 23-18.1-6-9Biennial report

Sec. 9. (a) The master limited liability company shall file a biennial report as required under IC 23-0.5-2-13.

(b) A biennial report of the master limited liability company serves as the biennial report for each series of the master limited liability company.

IC 23-18.1-7Chapter 7. Foreign Series Limited Liability Companies

23-18.1-7-1Foreign master limited liability company; register to do business

23-18.1-7-2Limitation of liability; requirements; articles of designation filed for each series

IC 23-18.1-7-1Foreign master limited liability company; register to do business

Sec. 1. (a) A foreign master limited liability company, as permitted in the jurisdiction of its organization, that has:

(1) established one (1) or more series having separate rights, powers, or duties; and

(2) limited the liabilities of the series so that the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to:

(A) a particular series, are enforceable against the assets of the series only, and not against the assets of the master limited liability company generally or any other series of the master limited liability company; and

(B) the master limited liability company generally or any other series of the master limited liability company, are not enforceable against the assets of the series;

may, on behalf of itself or any of its series, register to do business in Indiana in accordance with IC 23-0.5-5-3.

(b) Any series of a foreign master limited liability company described in subsection (a) may, on behalf of the series, register to do business in Indiana in accordance with IC 23-0.5-5-3.

IC 23-18.1-7-2Limitation of liability; requirements; articles of designation filed for each series

Sec. 2. (a) The limitation of liability under this chapter must be stated on the application for certificate of authority for a foreign master limited liability company.

(b) Articles of designation must be filed for each series being registered to do business in Indiana.

IC 23-18.1-7-3Liability limited

Sec. 3. Unless otherwise provided in the operating agreement and to the extent provided under the laws of the jurisdiction of organization of the foreign master limited liability company, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to:

(1) a particular series of a foreign master limited liability company, are enforceable against the assets of the series only, and not against the assets of the foreign master limited liability company generally or any other series of the foreign master limited liability company;

(2) a foreign master limited liability company generally, are not enforceable against the assets of a particular series of the foreign master limited liability company; or

(3) any series of the foreign master limited liability company, are not enforceable against the assets of any other series of the foreign master limited liability company.

IC 23-18.1-7-4Registration in foreign jurisdiction

Sec. 4. If a master limited liability company with the ability to establish one (1) or more series does not register to do business in a foreign jurisdiction for itself and certain of its series, a series of a master limited liability company may itself register in the foreign jurisdiction in accordance with the laws of the foreign jurisdiction.

Ch. 3.Registration of Securities and Notice Filing of Federal Covered Securities

Ch. 4.Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers

IC 23-19-1-0.2Application of predecessor act

Sec. 0.2. (a) The predecessor act exclusively governs all actions or proceedings that are pending on June 30, 2008, or may be instituted on the basis of conduct occurring before July 1, 2008, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five (5) years after June 30, 2008, whichever is earlier.

(b) All effective registrations under the predecessor act and all administrative orders relating to the registrations, rules, statements of policy, interpretive opinions, declaratory rulings, no-action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this article had not been enacted, and are considered to have been filed, issued, or imposed under this article, but are exclusively governed by the predecessor act.

(c) The predecessor act exclusively applies to an offer or sale made within one (1) year after June 30, 2008, under an offering made in good faith before July 1, 2008, on the basis of an exemption available under the predecessor act.

IC 23-19-1-1Short title

IC 23-19-1-2Definitions

(1) "Agent" means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. However, a partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions is an agent only if the individual otherwise comes within the term. The term does not include an individual excluded by rule adopted or order issued under this article.

(C) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency under Section 1 of Public Law 87-722 (12 U.S.C. 92a), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading this article; and

(D) a receiver, conservator, or other liquidating agent of any institution or firm included in clause (A), (B), or (C).

(3) "Broker-dealer" means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. The term does not include:

(C) a bank, a savings institution, or a trust company that is a wholly owned subsidiary of a bank or savings institution if its activities as a broker-dealer are limited to those specified in subsections 3(a)(4)(B)(i) through (vi), (viii) through (x), and (xi) if limited to unsolicited transactions; 3(a)(5)(B); and 3(a)(5)(C) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4) and 15 U.S.C. 78c(a)(5)) or a bank that satisfies the conditions described in subsection 3(a)(4)(E) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4));

(4) "Commissioner" means the securities commissioner appointed under IC 23-19-6-1(a).

(B) a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include:

(i) an insurance company or other organization primarily engaged in the business of insurance;

(iii) an industrial loan company that is not an insured depository institution as defined in Section 3(c)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1813(c)(2)) or any successor federal statute.

(6) "Federal covered investment adviser" means a person registered under the Investment Advisers Act of 1940.

(7) "Federal covered security" means a security that is, or upon completion of a transaction will be, a covered security under Section 18(b) of the Securities Act of 1933 (15 U.S.C. 77r(b)) or rules or regulations adopted under that provision.

(8) "Filing" means the receipt under this article of a record by the commissioner or a designee of the commissioner.

(9) "Fraud", "fraudulent", "deceit", and "defraud" mean a misrepresentation of a material fact, a promise, representation, or prediction not made honestly or in good faith, or the failure to disclose a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. This definition does not limit or diminish the full meaning of the terms as applied by or defined in courts of law or equity. The terms are not limited to common law deceit.

(10) "Guaranteed" means guaranteed as to payment of all principal, dividends, and interest.

(11) "Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity:

(F) an employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of ten million dollars ($10,000,000) or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this article, a depository institution, or an insurance company;

(G) a plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of ten million dollars ($10,000,000) or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this article, a depository institution, or an insurance company;

(H) a trust, if it has total assets in excess of ten million dollars ($10,000,000), its trustee is a depository institution, and its participants are exclusively plans of the types identified in clause (F) or (G), regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans;

(I) an organization described in Section 501(c)(3) of the Internal Revenue Code (26 U.S.C. 501(c)(3)), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of ten million dollars ($10,000,000);

(J) a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958 (15 U.S.C. 681(c)) with total assets in excess of ten million dollars ($10,000,000);

(K) a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(22)) with total assets in excess of ten million dollars ($10,000,000);

(M) a "qualified institutional buyer", as defined in Rule 144A(a)(1), other than Rule 144A(a)(1)(i)(H), adopted under the Securities Act of 1933 (17 CFR 230.144A);

(N) a "major U.S. institutional investor", as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934 (17 CFR 240.15a-6);

(O) any other person, other than an individual, of institutional character with total assets in excess of ten million dollars ($10,000,000) not organized for the specific purpose of evading this article; or

(P) any other person specified by rule adopted or order issued under this article.

(12) "Insurance company" means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state.

(14) "International banking institution" means an international financial institution of which the United States is a member and whose securities are exempt from registration under the Securities Act of 1933.

(15) "Investment adviser" means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term includes a financial planner or other person that, as an integral component of other financially related services, provides investment advice to others for compensation as part of a business or that holds itself out as providing investment advice to others for compensation. The term does not include:

(B) a lawyer, accountant, engineer, or teacher whose performance of investment advice is solely incidental to the practice of the person's profession;

(C) a broker-dealer or its agents whose performance of investment advice is solely incidental to the conduct of business as a broker-dealer and that does not receive special compensation for the investment advice;

(D) a publisher of a bona fide newspaper, news magazine, or business or financial publication of general and regular circulation;

(F) a bank, a savings institution, or a trust company that is a wholly owned subsidiary of a bank or savings institution;

(G) any other person that is excluded by the Investment Advisers Act of 1940 from the definition of investment adviser; or

(H) any other person excluded by rule adopted or order issued under this article.

(16) "Investment adviser representative" means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:

(B) is an agent whose performance of investment advice is solely incidental to the individual acting as an agent and who does not receive special compensation for investment advisory services;

(C) is employed by or associated with a federal covered investment adviser, unless the individual has a "place of business" in this state, as that term is defined by rule adopted under Section 203A of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3a), and is:

(i) an "investment adviser representative", as that term is defined by rule adopted under Section 203A of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3a); or

(ii) not a "supervised person", as that term is defined in Section 202(a)(25) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(25)); or

(17) "Issuer" means a person that issues or proposes to issue a security, subject to the following:

(A) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager under the trust or other agreement or instrument under which the security is issued.

(B) The issuer of an equipment trust certificate or similar security serving the same purpose is the person by which the property is or will be used or to which the property or equipment is or will be leased or conditionally sold or that is otherwise contractually responsible for assuring payment of the certificate.

(C) The issuer of a fractional undivided interest in an oil, gas, or other mineral lease or in payments out of production under a lease, right, or royalty is the owner of an interest in the lease or in payments out of production under a lease, right, or royalty, whether whole or fractional, that creates fractional interests for the purpose of sale.

(18) "Nonissuer transaction" or "nonissuer distribution" means a transaction or distribution not directly or indirectly for the benefit of the issuer.

(19) "Offer to purchase" includes an attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value. The term does not include a tender offer that is subject to Section 14(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(d)).

(20) "Person" means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity.

(21) "Place of business" of a broker-dealer, an investment adviser, or a federal covered investment adviser means:

(A) an office at which the broker-dealer, investment adviser, or federal covered investment adviser regularly provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients; or

(B) any other location that is held out to the general public as a location at which the broker-dealer, investment adviser, or federal covered investment adviser provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients.

(23) "Price amendment" means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.

(24) "Principal place of business" of a broker-dealer or an investment adviser means the executive office of the broker-dealer or investment adviser from which the officers, partners, or managers of the broker-dealer or investment adviser direct, control, and coordinate the activities of the broker-dealer or investment adviser.

(25) "Record", except in the phrases "of record", "official record", and "public record", means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(26) "Sale" includes every contract of sale, contract to sell, or disposition of a security or interest in a security for value, and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. Both terms include:

(A) a security given or delivered with, or as a bonus on account of, a purchase of securities or any other thing constituting part of the subject of the purchase and having been offered and sold for value;

(C) a sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer and a sale or offer of a security that gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, including an offer of the other security.

(27) "Securities and Exchange Commission" means the United States Securities and Exchange Commission.

(28) "Security" means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The term:

(B) does not include an insurance or endowment policy or annuity contract under which an insurance company promises to pay a fixed or variable sum of money either in a lump sum or periodically for life or another specified period;

(C) does not include an interest in a contributory or noncontributory pension or welfare plan subject to the Employee Retirement Income Security Act of 1974;

(D) includes as an "investment contract" an investment in a common enterprise with the expectation of profits to be derived primarily from the efforts of a person other than the investor and a "common enterprise" means an enterprise in which the fortunes of the investor are interwoven with those of either the person offering the investment, a third party, or other investors; and

(E) includes as an "investment contract", among other contracts, an interest in a limited partnership and a limited liability company and an investment in a viatical settlement or similar agreement.

(29) "Self-regulatory organization" means a national securities exchange registered under the Securities Exchange Act of 1934, a national securities association of broker-dealers registered under the Securities Exchange Act of 1934, a clearing agency registered under the Securities Exchange Act of 1934, or the Municipal Securities Rulemaking Board established under the Securities Exchange Act of 1934.

(B) to attach or logically associate with the record an electronic symbol, sound, or process.

(31) "Third party solicitor" means a person that, for compensation, directly or indirectly, solicits a client for or refers a client to an investment adviser, a federal covered investment adviser, or an investment adviser representative. The term does not include the following:

(A) An employee subject to the supervision and control of an investment adviser registered under IC 23-19-4-3.

(B) A "supervised person", as defined in Section 202(a)(25) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(25)).

(C) A partner, officer, director, or employee of a person that controls, is controlled by, or is under common control with an investment adviser or a federal covered investment adviser.

(D) An individual excluded by a rule adopted or order issued under this article.

(32) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

As added by P.L.27-2007, SEC.23. Amended by P.L.106-2014, SEC.2; P.L.158-2022, SEC.5.

IC 23-19-1-3Federal statutes

(13) "Electronic Signatures in Global and National Commerce Act" (15 U.S.C. 7001 et seq.);

mean those statutes, and the rules and regulations adopted under those statutes, as in effect on July 1, 2008.

As added by P.L.27-2007, SEC.23. Amended by P.L.3-2008, SEC.171; P.L.7-2015, SEC.48.

IC 23-19-1-4Construction in relation to corporation

Sec. 4. Nothing in this article shall be construed to relieve corporations from making reports required by law to be made to the secretary of state or any other state officer, or paying the fees to be paid by corporations. This article shall not be construed to repeal any law regulating the organization of corporations in this state, or the admission of any foreign corporation, but the provisions of this article shall be construed to be additional to any provisions regulating the organization of a corporation under the laws of this state, or the admission of a foreign corporation to do business in this state.

IC 23-19-1-5Official comments incorporated

(2) National Conference of Commissioners on Uniform State Laws to the extent the comments are not inconsistent with the comments adopted by the committee under subdivision (1);

may be consulted by the courts to determine the underlying reasons, purposes, and policies of this article and may be used as a guide in this article's construction and application.

IC 23-19-2Chapter 2. Exemptions From Registration of Securities

23-19-2-4Denial, suspension, revocation, condition, or limitation of exemptions; knowledge of order

IC 23-19-2-1Exempt securities

(1) A security, including a revenue obligation or a separate security as defined in Rule 131 (17 CFR 230.131) adopted under the Securities Act of 1933, issued, insured, or guaranteed by the United States; by a state; by a political subdivision of a state; by a public authority, agency, or instrumentality of one (1) or more states; by a political subdivision of one (1) or more states; or by a person controlled or supervised by and acting as an instrumentality of the United States under authority granted by Congress; or a certificate of deposit for any of the foregoing.

(2) A security issued, insured, or guaranteed by a foreign government with which the United States maintains diplomatic relations, or any of its political subdivisions, if the security is recognized as a valid obligation by the issuer, insurer, or guarantor.

(3) A security issued by and representing or that will represent an interest in or a direct obligation of, or be guaranteed by:

(B) a banking institution organized under the laws of the United States; a member bank of the Federal Reserve System; or a depository institution a substantial part of the business of which consists or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law or exercising fiduciary powers that are similar to those permitted for national banks under the authority of the Comptroller of Currency under Section 1 of Public Law 87-722 (12 U.S.C. 92a); or

(4) A security issued by and representing an interest in or a debt of, or insured or guaranteed by, an insurance company authorized to do business in Indiana.

(5) A security issued or guaranteed by a railroad, other common carrier, public utility, or public utility holding company that is:

(A) regulated in respect to its rates and charges by the United States or a state;

(B) regulated in respect to the issuance or guarantee of the security by the United States, a state, Canada, or a Canadian province or territory; or

(C) a public utility holding company registered under the Public Utility Holding Company Act of 1935 or a subsidiary of such a registered holding company within the meaning of that act.

(6) A federal covered security specified in Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) or by rule adopted under that provision or a security listed or approved for listing on another securities market specified by rule under this article; a put or a call option contract; a warrant; a subscription right on or with respect to such securities; an option or similar derivative security on a security or an index of securities or foreign currencies issued by a clearing agency registered under the Securities Exchange Act of 1934 and listed or designated for trading on a national securities exchange, a facility of a national securities exchange, or a facility of a national securities association registered under the Securities Exchange Act of 1934 or an offer or sale, of the underlying security in connection with the offer, sale, or exercise of an option or other security that was exempt when the option or other security was written or issued; or an option or a derivative security designated by the Securities and Exchange Commission under Section 9(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78i(b)).

(7) A member's or owner's interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a cooperative organized and operated as a nonprofit membership cooperative under the cooperative laws of a state, but not a member's or owner's interest, retention certificate, or like security sold to persons other than bona fide members of the cooperative.

(8) An equipment trust certificate with respect to equipment leased or conditionally sold to a person, if any security issued by the person would be exempt under this section or would be a federal covered security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)).

(9) A security issued by a nonprofit corporation as defined by Section 501(c)(3) of the Internal Revenue Code that is designated by the governor as the secondary market for guaranteed student loans under IC 20-12-21.2.

IC 23-19-2-2Exempt transactions

(1) An isolated nonissuer transaction, whether effected by or through a broker-dealer or not.

(2) A nonissuer transaction by or through a broker-dealer registered, or exempt from registration under this article, and a resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940, in a security of a class that has been outstanding in the hands of the public for at least ninety (90) days, if, at the date of the transaction:

(A) the issuer of the security is engaged in business, the issuer is not in the organizational stage or in bankruptcy or receivership, and the issuer is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;

(B) the security is sold at a price reasonably related to its current market price;

(C) the security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security or a redistribution;

(D) a nationally recognized securities manual or its electronic equivalent designated by rule adopted or order issued under this article or a record filed with the Securities and Exchange Commission that is publicly available contains:

(ii) the names of the issuer's executive officers and the names of the issuer's directors, if any;

(iii) an audited balance sheet of the issuer as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had an audited balance sheet, a pro forma balance sheet for the combined organization; and

(iv) an audited income statement for each of the issuer's two (2) immediately previous fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case of a reorganization or merger when each party to the reorganization or merger had audited income statements, a pro forma income statement; and

(i) The issuer of the security has a class of equity securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 or designated for trading on the National Association of Securities Dealers Automated Quotation System.

(ii) The issuer of the security is a unit investment trust registered under the Investment Company Act of 1940.

(iii) The issuer of the security, including its predecessors, has been engaged in continuous business for at least three (3) years.

(iv) The issuer of the security has total assets of at least two million dollars ($2,000,000) based on an audited balance sheet as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had such an audited balance sheet, a pro forma balance sheet for the combined organization.

(3) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this article in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the Board of Governors of the Federal Reserve System.

(4) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this article in an outstanding security if the guarantor of the security files reports with the Securities and Exchange Commission under the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)).

(5) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this article in a security that:

(A) is rated at the time of the transaction by a nationally recognized statistical rating organization in one (1) of its four (4) highest rating categories; or

(i) a default has not occurred during the current fiscal year or within the three (3) previous fiscal years, or during the existence of the issuer and any predecessor if less than three (3) fiscal years, in the payment of principal, interest, or dividends on the security; and

(ii) the issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not and has not been within the previous twelve (12) months a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person.

(6) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this article effecting an unsolicited order or offer to purchase.

(7) A nonissuer transaction executed by a bona fide pledgee without the purpose of evading this article.

(8) A nonissuer transaction by a federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting in the exercise of discretionary authority in a signed record for the account of others.

(9) A transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one (1) or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the commissioner after a hearing.

(10) A transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters.

(11) A transaction in a note, bond, debenture, or other evidence of indebtedness secured by a mortgage or other security agreement if:

(A) the note, bond, debenture, or other evidence of indebtedness is offered and sold with the mortgage or other security agreement as a unit;

(B) a general solicitation or general advertisement of the transaction is not made; and

(C) a commission or other remuneration is not paid or given, directly or indirectly, to a person not registered under this article as a broker-dealer or as an agent.

(12) A transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator.

(14) A sale or an offer to sell securities of an issuer, if the transaction is part of a single issue in which:

(A) not more than twenty-five (25) purchasers are present in this state during any twelve (12) consecutive months, other than those designated in subdivision (13);

(B) a general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities;

(C) a commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker-dealer registered under this article or an agent registered under this article for soliciting a prospective purchaser in this state; and

(D) the issuer reasonably believes that all the purchasers in this state, other than those designated in subdivision (13), are purchasing for investment.

(15) A transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options, or warrants, if a commission or other remuneration, other than a standby commission, is not paid or given, directly or indirectly, for soliciting a security holder in this state.

(16) An offer to sell, but not a sale, of a security not exempt from registration under the Securities Act of 1933 if:

(A) a registration or offering statement or similar record as required under the Securities Act of 1933 has been filed, but is not effective, or the offer is made in compliance with Rule 165 adopted under the Securities Act of 1933 (17 CFR 230.165); and

(B) a stop order of which the offeror is aware has not been issued against the offeror by the commissioner or the Securities and Exchange Commission, and an audit, inspection, or proceeding that is public and that may culminate in a stop order is not known by the offeror to be pending.

(17) An offer to sell, but not a sale of, a security exempt from registration under the Securities Act of 1933 if:

(A) a registration statement has been filed under this article, but is not effective;

(B) a solicitation of interest is provided in a record to offerees in compliance with a rule adopted by the commissioner under this article; and

(C) a stop order of which the offeror is aware has not been issued by the commissioner under this article and an audit, inspection, or proceeding that may culminate in a stop order is not known by the offeror to be pending.

(18) A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or its parent or subsidiary and the other person, or its parent or subsidiary, are parties.

(20) An offer or sale of a security to a person not a resident of this state and not present in this state if the offer or sale does not constitute a violation of the laws of the state or foreign jurisdiction in which the offeree or purchaser is present and is not part of an unlawful plan or scheme to evade this article.

(21) Employees' stock purchase, savings, option, profit-sharing, pension, or similar employees' benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer's parent for the participation of their employees including offers or sales of such securities to:

(A) directors; general partners; trustees, if the issuer is a business trust; officers; consultants; and advisers;

(B) family members who acquire such securities from those persons through gifts or domestic relations orders;

(C) former employees, directors, general partners, trustees, officers, consultants, and advisers if those individuals were employed by or providing services to the issuer when the securities were offered; and

(D) insurance agents who are exclusive insurance agents of the issuer, or the issuer's subsidiaries or parents, or who derive more than fifty percent (50%) of their annual income from those organizations.

(A) a stock dividend or equivalent equity distribution, whether the corporation or other business organization distributing the dividend or equivalent equity distribution is the issuer or not, if nothing of value is given by stockholders or other equity holders for the dividend or equivalent equity distribution other than the surrender of a right to a cash or property dividend if each stockholder or other equity holder may elect to take the dividend or equivalent equity distribution in cash, property, or stock;

(B) an act incident to a judicially approved reorganization in which a security is issued in exchange for one (1) or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash; or

(C) the solicitation of tenders of securities by an offeror in a tender offer in compliance with Rule 162 adopted under the Securities Act of 1933 (17 CFR 230.162).

(23) A nonissuer transaction in an outstanding security by or through a broker-dealer registered or exempt from registration under this article, if the issuer is a reporting issuer in a foreign jurisdiction designated by this subdivision or by rule adopted or order issued under this article; has been subject to continuous reporting requirements in the foreign jurisdiction for not less than one hundred eighty (180) days before the transaction; and the security is listed on the foreign jurisdiction's securities exchange that has been designated by this subdivision or by rule adopted or order issued under this article, or is a security of the same issuer that is of senior or substantially equal rank to the listed security or is a warrant or right to purchase or subscribe to any of the foregoing. For purposes of this subdivision, Canada, together with its provinces and territories, is a designated foreign jurisdiction and The Toronto Stock Exchange, Inc., is a designated securities exchange. After an administrative hearing in compliance with this article, the commissioner, by rule adopted or order issued under this article, may revoke the designation of a securities exchange under this subdivision, if the commissioner finds that revocation is necessary or appropriate in the public interest and for the protection of investors.

(24) Subject to the following, an offer or sale of securities by an issuer made after June 30, 2014, only to persons who are or the issuer reasonably believes are accredited investors:

(A) The exemption under this subdivision is not available to an issuer that is in the development stage that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with:

(B) The issuer reasonably believes that all purchasers are purchasing for investment and not with the view to or for sale in connection with a distribution of the security. Any resale of a security sold in reliance on the exemption under this subdivision within twelve (12) months after sale is presumed to be with a view to distribution and not for investment, except:

(ii) a resale to an accredited investor under an exemption available under the Indiana Uniform Securities Act.

(C) Except as provided in clause (D), the exemption under this subdivision is not available to an issuer if the issuer, any of the issuer's predecessors, any affiliated issuer, any of the issuer's directors, officers, general partners, beneficial owners of ten percent (10%) or more of any class of its equity securities, any of the issuer's promoters presently connected with the issuer in any capacity, any underwriter of the securities to be offered, or any partner, director, or officer of the underwriter:

(i) within the last five (5) years, has filed a registration statement that is the subject of a currently effective registration stop order entered by any state securities administrator or the Securities and Exchange Commission;

(ii) within the last five (5) years, has been convicted of any criminal offense in connection with the offer, purchase, or sale of any security, or any criminal offense involving fraud or deceit;

(iii) is currently subject to any state or federal administrative enforcement order or judgment entered within the last five (5) years, finding fraud or deceit in connection with the purchase or sale of any security; or

(iv) is currently subject to any order, judgment, or decree of any court with jurisdiction, entered within the last five (5) years, temporarily, preliminarily, or permanently restraining or enjoining the party from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the purchase or sale of any security.

(i) the party subject to the disqualification is licensed or registered to conduct securities related business in the state in which the order, judgment, or decree creating the disqualification was entered against the party;

(ii) before the first offer under the exemption described in this subdivision, the state securities administrator, or the court or regulatory authority that entered the order, judgment, or decree, waives the disqualification; or

(iii) the issuer establishes that it did not know and in the exercise of reasonable care, based on a factual inquiry, could not have known that a disqualification existed under this subdivision.

(E) A general announcement of the proposed offering may be made by any means. A general announcement described in this clause must include only the following information, unless additional information is specifically permitted by the commissioner:

(ii) The name, a brief description, and price (if known) of any security to be issued.

(iii) A brief description of the business of the issuer in twenty-five (25) words or less.

(v) The name, address, and telephone number of the person to contact for additional information.

(vi) A statement that indicates that sales will be made only to accredited investors, that no money or other consideration is being solicited or will be accepted by way of the general announcement, that the securities have not been registered with or approved by any state securities agency or the Securities and Exchange Commission, and that the securities are being offered and sold under an exemption from registration.

(F) The issuer, in connection with an offer, may provide information in addition to the general announcement under clause (E), if the information:

(i) is delivered through an electronic data base that is restricted to persons who have been prequalified as accredited investors; or

(ii) is delivered after the issuer reasonably believes that the prospective purchaser is an accredited investor.

(G) No telephone solicitation is permitted unless before placing the call, the issuer reasonably believes that the prospective purchaser to be solicited is an accredited investor.

(H) Dissemination of the general announcement of the proposed offering to persons who are not accredited investors does not disqualify the issuer from claiming the exemption under this subdivision.

(I) The issuer shall file with the division a notice of transaction, a consent to service of process, a copy of the general announcement, and a fee established by the commissioner within fifteen (15) days after the first sale in Indiana.

(25) An offer to sell or a sale of a security of an issuer made after June 30, 2014, if:

(i) the offer or sale is made in compliance with 17 CFR 230.504 and 17 CFR 230.506;

(ii) the issuer is required to submit a notice filing on a Form D (17 CFR 239.500) or a successor form, as promulgated by the Securities and Exchange Commission, to the commissioner together with a consent to service of process complying with IC 23-19-6-11, signed by the issuer, not later than fifteen (15) days after the first sale of securities in Indiana; and

(iii) by submitting the notice described in item (ii), the issuer agrees, upon written request by the commissioner, to furnish to the commissioner any information the issuer furnished to offerees;

(B) for offerings made in compliance with 17 CFR 230.504, no commission, fee, or other remuneration is paid or given, directly or indirectly, to any broker-dealer for soliciting any prospective purchaser in this state unless the broker-dealer is appropriately registered under this article. It is a defense to a violation of this clause if the issuer sustains the burden of proof that the issuer did not know and, in the exercise of reasonable care could not have known, that the person who received the commission, fee, or other remuneration was not properly registered; and

(C) in all sales to purchasers other than those described in subdivision (13) for offerings made in compliance with 17 CFR 230.504, at least one (1) of the following is satisfied:

(i) The investment is suitable for the purchaser upon the basis of facts, if any facts are disclosed by the purchaser, as to the purchaser's other securities holdings, financial situation, and needs. For purposes of this item only, it is presumed that, if the investment does not exceed ten percent (10%) of the investor's net worth, the investment is suitable.

(ii) The purchaser, either alone or with the purchaser's representative or representatives, has the knowledge and experience in financial and business matters that demonstrate that the purchaser is capable of evaluating the merits and risks of the prospective investment.

(26) Any offer or sale of securities after June 30, 2014, by an issuer that meets the requirements of the federal exemption for intrastate offerings in Section 3(a)(11) of the Securities Act of 1933, 15 U.S.C. 77c(a)(11), and Securities and Exchange Commission Rule 147, 17 CFR 230.147. However, all the following apply:

(A) The issuer must make a notice filing with the division on a form prescribed by the commissioner within thirty (30) days after the first sale in Indiana.

(B) Any commission, discount, or other remuneration for sales of securities in Indiana must be paid or given only to dealers or salespersons licensed under this article.

(C) The issuer must pay the fee established by the commissioner. However, no filing fee is required to file amendments to the form described in clause (A).

(D) Within ten (10) days of receiving the form required by this subdivision, the commissioner may require the issuer to furnish any additional information considered necessary by the commissioner to determine the issuer's qualifications.

(27) An offer or sale of a security made after June 30, 2014, by an issuer if the offer or sale is conducted in accordance with all the following requirements:

(A) The issuer of the security is a business entity organized under the laws of Indiana and authorized to do business in Indiana.

(B) The transaction meets the requirements of the federal exemption for intrastate offerings in Section 3(a)(11) of the Securities Act of 1933 (15 U.S.C. 77c(a)(11)) and Rule 147 adopted under the Securities Act of 1933 (17 CFR 230.147).

(C) Except as provided in clause (E), the sum of all cash and other consideration to be received for all sales of the security in reliance on the exemption under this subdivision, excluding sales to any accredited investor or institutional investor, does not exceed the following amount:

(i) If the issuer has not undergone and made available to each prospective investor and the commissioner the documentation resulting from a financial audit of its most recently completed fiscal year that complies with generally accepted accounting principles, one million dollars ($1,000,000), less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on the exemption under this subdivision.

(ii) If the issuer has undergone and made available to each prospective investor and the commissioner the documentation resulting from a financial audit of its most recently completed fiscal year that complies with generally accepted accounting principles, two million dollars ($2,000,000), less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on the exemption under this subdivision.

(D) An offer or sale to an officer, director, partner, trustee, or individual occupying similar status or performing similar functions with respect to the issuer or to a person owning ten percent (10%) or more of the outstanding shares of any class or classes of securities of the issuer does not count toward the monetary limitations in clause (C).

(E) The issuer does not accept more than five thousand dollars ($5,000) from any single purchaser unless the purchaser is an accredited investor.

(F) Unless waived by written consent by the commissioner, not less than ten (10) days before the commencement of an offering of securities in reliance on the exemption under this subdivision, the issuer must do all the following:

(i) Make a notice filing with the division on a form prescribed by the commissioner.

(ii) Pay the fee established by the commissioner. However, no filing fee is required to file amendments to the form described in item (i).

(iii) Provide the commissioner a copy of the disclosure document to be provided to prospective investors under clause (L).

(iv) Provide the commissioner a copy of an escrow agreement with a bank, regulated trust company or corporate fiduciary, savings bank, savings and loan association, or credit union authorized to do business in Indiana in which the issuer will deposit the investor funds or cause the investor funds to be deposited. The bank, regulated trust company or corporate fiduciary, savings bank, savings and loan association, or credit union in which the investor funds are deposited is only responsible to act at the direction of the party establishing the escrow agreement and does not have any duty or liability, contractual or otherwise, to any investor or other person.

(v) The issuer shall not access the escrow funds until the aggregate funds raised from all investors equals or exceeds the minimum amount specified in the escrow agreement.

(vi) An investor may cancel the investor's commitment to invest if the target offering amount is not raised before the time stated in the escrow agreement.

(G) The issuer is not, either before or as a result of the offering, an investment company, as defined in Section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a-3), an entity that would be an investment company but for the exclusions provided in Section 3(c) of the Investment Company Act of 1940 (15 U.S.C. 80a-3(c)), or subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 15 U.S.C. 78o(d)).

(H) The issuer informs all prospective purchasers of securities offered under an exemption under this subdivision that the securities have not been registered under federal or state securities law and that the securities are subject to limitations on resale. The issuer shall display the following legend conspicuously on the cover page of the disclosure document:

"IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR DIVISION OR OTHER REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY SUBSECTION (e) OF SEC RULE 147 (17 CFR 230.147(e)) AS PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.".

(I) The issuer requires each purchaser to certify in writing or electronically as follows:

"I UNDERSTAND AND ACKNOWLEDGE THAT I am investing in a high-risk, speculative business venture. I may lose all of my investment, or under some circumstances more than my investment, and I can afford this loss. This offering has not been reviewed or approved by any state or federal securities commission or division or other regulatory authority and no such person or authority has confirmed the accuracy or determined the adequacy of any disclosure made to me relating to this offering. The securities I am acquiring in this offering are illiquid, there is no ready market for the sale of such securities, it may be difficult or impossible for me to sell or otherwise dispose of this investment, and, accordingly, I may be required to hold this investment indefinitely. I may be subject to tax on my share of the taxable income and losses of the company, whether or not I have sold or otherwise disposed of my investment or received any dividends or other distributions from the company.".

(J) The issuer obtains from each purchaser of a security offered under an exemption under this subdivision evidence that the purchaser is a resident of Indiana and, if applicable, is an accredited investor.

(K) All payments for purchase of securities offered under an exemption under this subdivision are directed to and held by the financial institution specified in clause (F)(iv). The commissioner may request from the financial institutions information necessary to ensure compliance with this section. This information is not a public record and is not available for public inspection.

(L) The issuer of securities offered under an exemption under this subdivision provides a disclosure document to each prospective investor at the time the offer of securities is made to the prospective investor that contains all the following:

(i) A description of the company, its type of entity, the address and telephone number of its principal office, its history, its business plan, and the intended use of the offering proceeds, including any amounts to be paid, as compensation or otherwise, to any owner, executive officer, director, managing member, or other person occupying a similar status or performing similar functions on behalf of the issuer.

(ii) The identity of all persons owning more than twenty percent (20%) of the ownership interests of any class of securities of the company.

(iii) The identity of the executive officers, directors, managing members, and other persons occupying a similar status or performing similar functions in the name of and on behalf of the issuer, including their titles and their prior experience.

(iv) The terms and conditions of the securities being offered and of any outstanding securities of the company; the minimum and maximum amount of securities being offered, if any; either the percentage ownership of the company represented by the offered securities or the valuation of the company implied by the price of the offered securities; the price per share, unit, or interest of the securities being offered; any restrictions on transfer of the securities being offered; and a disclosure of any anticipated future issuance of securities that might dilute the value of securities being offered.

(v) The identity of any person who has been or will be retained by the issuer to assist the issuer in conducting the offering and sale of the securities, including any Internet web site operator but excluding persons acting solely as accountants or attorneys and employees whose primary job responsibilities involve the operating business of the issuer rather than assisting the issuer in raising capital.

(vi) For each person identified as required in this clause, a description of the consideration being paid to the person for such assistance.

(vii) A description of any litigation, legal proceedings, or pending regulatory action involving the company or its management.

(viii) The names and addresses, including the Uniform Resource Locator, of each Internet web site that will be used by the issuer to offer or sell securities under an exemption under this subdivision.

(ix) Any additional information material to the offering, including, if appropriate, a discussion of significant factors that make the offering speculative or risky. This discussion must be concise and organized logically and may not be limited to risks that could apply to any issuer or any offering.

(M) The exemption under this subdivision may not be used in conjunction with any other exemption under this article, except for offers and sales to individuals identified in the disclosure document, during the immediately preceding twelve (12) month period.

(N) The exemption described in this subdivision does not apply if an issuer or person affiliated with the issuer or offering is subject to disqualification established by the commissioner by rule or contained in the Securities Act of 1933 (15 U.S.C. 77c(a)(11)) and Rule 262 adopted under the Securities Act of 1933 (17 CFR 230.262). However, this clause does not apply if both of the following are met:

(i) On a showing of good cause and without prejudice to any other action by the commissioner, the commissioner determines that it is not necessary under the circumstances that an exemption is denied.

(ii) The issuer establishes that it made a factual inquiry into whether any disqualification existed under this subdivision but did not know, and in the exercise of reasonable care, could not have known that a disqualification existed under this subdivision. The nature and scope of the requisite inquiry will vary based on the circumstances of the issuer and the other offering participants.

(O) The offering exempted under this subdivision is made exclusively through one (1) or more Internet web sites and each Internet web site is subject to the following:

(i) Before any offer or sale of securities, the issuer must provide to the Internet web site operator evidence that the issuer is organized under the laws of Indiana and is authorized to do business in Indiana.

(ii) Subject to items (iii) and (v), the Internet web site operator must register with the division by filing a statement, accompanied by the filing fee established by the commissioner, that includes all the information described in section 2.3(b) of this chapter.

(iii) The Internet web site operator is not required to register as a broker-dealer if all the conditions in section 2.3(c) of this chapter apply with respect to the Internet web site and its operator.

(iv) If any change occurs that affects the Internet web site's registration exemption, the Internet web site operator must notify the division within thirty (30) days after the change occurs.

(v) The Internet web site operator is not required to register as a broker-dealer under item (ii) if the Internet web site operator is registered as a broker-dealer under the Securities Exchange Act of 1934 (15 U.S.C. 78o) or is a funding portal registered under the Securities Act of 1933 (15 U.S.C. 77d-1) and the Securities and Exchange Commission has adopted rules under authority of Section 3(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(h)) and P.L.112-106, Section 304, governing funding portals. This item does not require an Internet web site operator to register as a broker-dealer under the Securities Exchange Act of 1934 or as a funding portal under the Securities Act of 1933.

(vi) The issuer and the Internet web site operator must maintain records of all offers and sales of securities effected through the Internet web site and must provide ready access to the records to the division, upon request. The records of an Internet web site operator under this clause are subject to the reasonable periodic, special, or other audits or inspections by a representative of the commissioner, in or outside Indiana, as the commissioner considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The commissioner may copy, and remove for audit or inspection copies of, all records the commissioner reasonably considers necessary or appropriate to conduct the audit or inspection. The commissioner may assess a reasonable charge for conducting an audit or inspection under this item.

(vii) The Internet web site operator shall limit web site access to the offer or sale of securities to only Indiana residents.

(viii) The Internet web site operator shall not hold, manage, possess, or handle investor funds or securities.

(ix) The Internet web site operator may not be an investor in any Indiana offering under this subdivision or subdivision (26).

(P) An issuer of a security, the offer and sale of which is exempt under this subdivision, shall provide, free of charge, a quarterly report to the issuer's investors until no securities issued under an exemption under this subdivision are outstanding. An issuer may satisfy the reporting requirement of this clause by making the information available on an Internet web site if the information is made available within forty-five (45) days after the end of each fiscal quarter and remains available until the succeeding quarterly report is issued. An issuer shall file each quarterly report under this clause with the division and, if the quarterly report is made available on an Internet web site, the issuer shall also provide a written copy of the report to any investor upon request. The report must contain all the following:

(i) Compensation received by each director and executive officer, including cash compensation earned since the previous report and on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received.

(ii) An analysis by management of the issuer of the business operations and financial condition of the issuer.

(Q) In 2019 and every fifth year thereafter, the commissioner shall cumulatively adjust the dollar limitations provided in clause (C) to reflect the change in the Consumer Price Index for all Urban Consumers published by the federal Bureau of Labor Statistics rounding each dollar limitation to the nearest fifty thousand dollars ($50,000).

(28) An offer to sell or a sale of a security of an issuer made after June 30, 2017, in which the offer or sale is made in compliance with federal Regulation Crowdfunding (17 CFR 227) and Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933. The following apply to an offering exempt under federal Regulation Crowdfunding (17 CFR 227):

(A) If the issuer either has its principal place of business in Indiana or sells fifty percent (50%) or greater of the aggregate amount of the offering to residents of Indiana, the issuer shall file the following with the commissioner:

(i) A completed Uniform Notice of Federal Crowdfunding Offering form or copies of all documents filed with the Securities and Exchange Commission.

(ii) A consent to service of process on Form U-2 if not filing on the Uniform Notice of Federal Crowdfunding Offering form.

(B) If the issuer has its principal place of business in Indiana, the filing required by clause (A) must be filed with the commissioner when the issuer makes its initial Form C filing concerning the offering with the Securities and Exchange Commission. If the issuer does not have its principal place of business in Indiana but residents of Indiana have purchased fifty percent (50%) or greater of the aggregate amount of the offering, the filing required by clause (A) must be filed when the issuer becomes aware that the purchases have met this threshold and not later than thirty (30) days after the date of completion of the offering.

(D) For each additional twelve (12) month period in which the same offering is continued, an issuer conducting an offering under federal Regulation Crowdfunding (17 CFR 227) may renew its notice filing by filing, on or before the expiration of the notice filing:

(i) a completed Uniform Notice of Federal Crowdfunding Offering form marked "renewal";

(iii) both the form described in item (i) and a cover letter or other document described in item (ii).

(E) The issuer may increase the amount of securities offered in Indiana by submitting a completed Uniform Notice of Federal Crowdfunding Offering form marked "amendment" or another document describing the transaction.

(29) An offer to sell or a sale of a security of an issuer made after June 30, 2017, in which the offer or sale is made in compliance with Tier 2 of federal Regulation A and Section 18(b)(3) or Section 18(b)(4) of the Securities Act of 1933. The following apply to an offering exempt under Tier 2 of federal Regulation A:

(A) The issuer shall file the following with the commissioner at least twenty-one (21) calendar days before the initial sale in Indiana:

(i) A completed Uniform Notice of Regulation A - Tier 2 Offering form or copies of all documents filed with the Securities and Exchange Commission.

(ii) A consent to service of process on Form U-2 if not filing on the Uniform Notice of Regulation A - Tier 2 Offering form.

(B) The initial notice filing is effective for twelve (12) months from the date of the filing with the commissioner.

(C) For each additional twelve (12) month period in which the same offering is continued, an issuer conducting a Tier 2 offering under federal Regulation A may renew its notice filing by filing, on or before the expiration of the notice filing:

(iii) both the form described in item (i) and a cover letter or other document described in item (ii).

(D) The issuer may increase the amount of securities offered in Indiana by submitting a completed Uniform Notice of Regulation A - Tier 2 Offering form marked "amendment" or another document describing the transaction.

As added by P.L.27-2007, SEC.23. Amended by P.L.71-2014, SEC.1; P.L.106-2014, SEC.3; P.L.160-2015, SEC.3; P.L.158-2017, SEC.2; P.L.32-2018, SEC.1.

IC 23-19-2-2.3Internet web site operators

Sec. 2.3. (a) This section applies to an offering under section 2(27)(O) of this chapter that is made exclusively through one (1) or more Internet web sites and each Internet web site.

(b) As required by section 2(27)(O)(ii) of this chapter, the Internet web site operator shall register with the division by filing a statement, accompanied by the filing fee established by the commissioner, that includes all the following:

(1) That the Internet web site operator is a business entity organized under the laws of Indiana and authorized to do business in Indiana.

(2) That the Internet web site is being used to offer and sell securities pursuant to the exemption under section 2(27) of this chapter.

(3) The identity and location of, and contact information for, the Internet web site operator.

(4) Except as provided in subsection (c), that the Internet web site operator is registered as a broker-dealer under IC 23-19-4.

(c) The Internet web site operator is not required to register as a broker-dealer if all the following apply with respect to the Internet web site and its operator:

(2) It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the Internet web site.

(3) It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the Internet web site.

(4) It is not compensated based on the amount of securities sold, and it does not hold, manage, possess, or otherwise handle investor funds or securities.

(5) The fee it charges an issuer for an offering of securities on the Internet web site is a fixed amount for each offering, a variable amount based on the length of time that the securities are offered on the Internet web site, or a combination of the fixed and variable amounts.

(6) It does not identify, promote, or otherwise refer to any individual security offered on the Internet web site in any advertising for the Internet web site.

(7) It does not engage in any other activities that the division, by rule, determines are prohibited of the Internet web site.

(8) Neither the Internet web site operator, nor any director, executive officer, general partner, managing member, or other person with management authority over the Internet web site operator, has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506(d)(1) adopted under the Securities Act of 1933 (17 CFR 230.506(d)(1)) that would disqualify an issuer under Rule 506(d) adopted under the Securities Act of 1933 (17 CFR 230.506(d)) from claiming an exemption specified in Rule 506(a) to Rule 506(c) adopted under the Securities Act of 1933 (17 CFR 230.506(a) to 17 CFR 230.506(c)).

IC 23-19-2-2.4Repealed

IC 23-19-2-2.6Repealed

IC 23-19-2-3Additional exemptions; waivers

Sec. 3. A rule adopted or order issued under this article may exempt a security, transaction, or offer; a rule under this article may exempt a class of securities, transactions, or offers from any or all of the requirements of IC 23-19-3-1 through IC 23-19-3-6 and IC 23-19-5-4; and an order under this article may waive, in whole or in part, any or all of the conditions for an exemption or offer under sections 1 and 2 of this chapter.

IC 23-19-2-4Denial, suspension, revocation, condition, or limitation of exemptions; knowledge of order

Sec. 4. (a) Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this article may deny, suspend application of, condition, limit, or revoke an exemption created under section 1(3)(C), (1)(7), 1(8), or 2 of this chapter or an exemption or waiver created under section 3 of this chapter with respect to a specific security, transaction, or offer. An order under this section may be issued only under the procedures in IC 23-19-3-6(d) or IC 23-19-6-4 and only prospectively.

(b) A person does not violate IC 23-19-3-1, IC 23-19-3-3 through IC 23-19-3-6, IC 23-19-5-4, or IC 23-19-5-10 by an offer to sell, offer to purchase, sale, or purchase effected after the entry of an order issued under this section if the person did not know, and in the exercise of reasonable care could not have known, of the order.

Sec. 5. The commissioner may adopt rules under IC 4-22-2 to implement this chapter.

IC 23-19-3Chapter 3. Registration of Securities and Notice Filing of Federal Covered Securities

23-19-3-2Registration of Securities and Notice Filing of Federal Covered Securities—Federal covered securities; filing and fee requirements; renewal of notice; failure to comply with notice or fee requirement; stop order

23-19-3-3Registration under Securities Act of 1933; registration by coordination; registration statement; required information; notice

23-19-3-4Registration by qualification; registration statement; required information; prospectus

23-19-3-5Registration of Securities and Notice Filing of Federal Covered Securities—Filing of registration statement; filing fee; required information; incorporation of previously filed record; nonissuer distribution; escrow and impoundment; effective period; reports; posteffective amendments; abandonment

23-19-3-6Stop orders; denial, suspension, or revocation of registration; standards; postponement; hearing; process; modification or vacating order

IC 23-19-3-1Unlawful acts

Sec. 1. It is unlawful for a person to offer or sell a security in this state unless:

(2) the security, transaction, or offer is exempted from registration under IC 23-19-2-1 through IC 23-19-2-3; or

IC 23-19-3-2Registration of Securities and Notice Filing of Federal Covered Securities—Federal covered securities; filing and fee requirements; renewal of notice; failure to comply with notice or fee requirement; stop order

Sec. 2. (a) With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. 77r(b)(2)), that is not otherwise exempt under IC 23-19-2-1 through IC 23-19-2-3, a rule adopted or order issued under this article may require the filing of any or all of the following records:

(1) Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and a consent to service of process complying with IC 23-19-6-11 signed by the issuer and the payment of a fee as set forth in subsection (c).

(2) After the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission, under the Securities Act of 1933.

(b) A notice filing under subsection (a) is effective for one (1) year commencing on the later of the notice filing or the effectiveness of the offering filed with the Securities and Exchange Commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the Securities and Exchange Commission that are required by rule or order under this article to be filed and by paying a renewal fee as set forth in subsection (c). A previously filed consent to service of process complying with IC 23-19-6-11 may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed.

(c) At the time of the filing of the information prescribed in subsection (a) or (b), the issuer shall pay to the commissioner a fee of nine hundred dollars ($900). If the notice filing is withdrawn or otherwise terminated, the commissioner shall retain the fee.

(d) Except for a federal security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)), if the commissioner finds that there is a failure to comply with a notice or fee requirement of this section, the commissioner may issue a stop order suspending the offer and sale of a federal covered security in this state. If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the commissioner.

As added by P.L.27-2007, SEC.23. Amended by P.L.158-2017, SEC.3; P.L.86-2018, SEC.194; P.L.32-2018, SEC.2.

IC 23-19-3-3Registration under Securities Act of 1933; registration by coordination; registration statement; required information; notice

Sec. 3. (a) A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section.

(b) A registration statement and accompanying records under this section must contain or be accompanied by the following records in addition to the information specified in section 5 of this chapter and a consent to service of process complying with IC 23-19-6-11:

(1) A copy of the latest form of prospectus filed under the Securities Act of 1933.

(2) A copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture or other instrument governing the issuance of the security to be registered; and a specimen, copy, or description of the security that is required by rule adopted or order issued under this article.

(3) Copies of any other information or any other records filed by the issuer under the Securities Act of 1933 requested by the commissioner.

(4) An undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the Securities and Exchange Commission.

(c) A registration statement under this section becomes effective simultaneously with or subsequent to the federal registration statement when all the following conditions are satisfied:

(1) A stop order under subsection (d) or section 6 of this chapter or issued by the Securities and Exchange Commission is not in effect and a proceeding is not pending against the issuer under section 6 of this chapter.

(2) The registration statement has been on file for at least twenty (20) days or a shorter period provided by rule adopted or order issued under this article.

(d) The registrant shall promptly notify the commissioner in a record of the date when the federal registration statement becomes effective and the content of any price amendment and shall promptly file a record containing the price amendment. If the notice is not timely received, the commissioner may issue a stop order, without prior notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this section. The commissioner shall promptly notify the registrant of an order by telegram, telephone, or electronic means and promptly confirm this notice by a record. If the registrant subsequently complies with the notice requirements of this section, the stop order is void as of the date of its issuance.

(e) If the federal registration statement becomes effective before each of the conditions in this section is satisfied or is waived by the commissioner, the registration statement is automatically effective under this article when all the conditions are satisfied or waived. If the registrant notifies the commissioner of the date when the federal registration statement is expected to become effective, the commissioner shall promptly notify the registrant by telegram, telephone, or electronic means and promptly confirm this notice by a record, indicating whether all the conditions are satisfied or waived and whether the commissioner intends the institution of a proceeding under section 6 of this chapter. The notice by the commissioner does not preclude the institution of such a proceeding.

IC 23-19-3-4Registration by qualification; registration statement; required information; prospectus

(b) A registration statement under this section must contain the information or records specified in section 5 of this chapter, a consent to service of process complying with IC 23-19-6-11, and, if required by rule adopted under this article, the following information or records:

(1) With respect to the issuer and any significant subsidiary, its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged.

(2) With respect to each director and officer of the issuer, and other person having a similar status or performing similar functions, the person's name, address, and principal occupation for the previous five (5) years; the amount of securities of the issuer held by the person as of the thirtieth day before the filing of the registration statement; the amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and a description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three (3) years or proposed to be effected.

(3) With respect to persons covered by subdivision (2), the aggregate sum of the remuneration paid to those persons during the previous twelve (12) months and estimated to be paid during the next twelve (12) months, directly or indirectly, by the issuer, and all predecessors, parents, subsidiaries, and affiliates of the issuer.

(4) With respect to a person owning of record or owning beneficially, if known, ten percent (10%) or more of the outstanding shares of any class of equity security of the issuer, the information specified in subdivision (2) other than the person's occupation.

(5) With respect to a promoter, if the issuer was organized within the previous three (3) years, the information or records specified in subdivision (2), any amount paid to the promoter within that period or intended to be paid to the promoter, and the consideration for the payment.

(6) With respect to a person on whose behalf any part of the offering is to be made in a nonissuer distribution, the person's name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; a description of any material interest of the person in any material transaction with the issuer or any significant subsidiary effected within the previous three (3) years or proposed to be effected; and a statement of the reasons for making the offering.

(7) The capitalization and long term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else of value, for which the issuer or any subsidiary has issued its securities within the previous two (2) years or is obligated to issue its securities.

(8) The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders' fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter.

(9) The estimated monetary proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the estimated amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition.

(10) A description of any stock options or other security options outstanding, or to be created in connection with the offering, and the amount of those options held or to be held by each person required to be named in subdivision (2), (4), (5), (6), or (8) and by any person that holds or will hold ten percent (10%) or more in the aggregate of those options.

(11) The dates of, parties to, and general effect concisely stated of each managerial or other material contract made or to be made otherwise than in the ordinary course of business to be performed in whole or in part at or after the filing of the registration statement or that was made within the previous two (2) years, and a copy of the contract.

(12) A description of any pending litigation, action, or proceeding to which the issuer is a party and that materially affects its business or assets, and any litigation, action, or proceeding known to be contemplated by governmental authorities.

(13) A copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering and any solicitation of interest used in compliance with IC 23-19-2-2(17)(B).

(14) A specimen or copy of the security being registered, unless the security is uncertificated; a copy of the issuer's articles of incorporation and bylaws or their substantial equivalents, in effect; and a copy of any indenture or other instrument covering the security to be registered.

(15) A signed or conformed copy of an opinion of counsel concerning the legality of the security being registered, with an English translation if it is in a language other than English, which states whether the security when sold will be validly issued, fully paid, and nonassessable and, if a debt security, a binding obligation of the issuer.

(16) A signed or conformed copy of a consent of any accountant, engineer, appraiser, or other person whose profession gives authority for a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than an official record that is public, which is used in connection with the registration statement.

(17) A balance sheet of the issuer as of a date within four (4) months before the filing of the registration statement; a statement of income and a statement of cash flows for each of the three (3) fiscal years preceding the date of the balance sheet and for any period between the close of the immediately previous fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessor's existence if less than three (3) years; and, if any part of the proceeds of the offering is to be applied to the purchase of a business, the financial statements that would be required if that business were the registrant. If the maximum aggregate offering price at which the securities registered under this section are to be offered in Indiana is in excess of one million dollars ($1,000,000), the balance sheet, statement of income, statement of cash flows, and any other financial statement required under this subdivision must be prepared using U.S. generally accepted accounting principles and must be audited by an independent certified public accountant under U.S. generally accepted auditing standards or standards of the Public Company Accounting Oversight Board.

(18) Any additional information or records required by rule adopted or order issued under this article.

(c) A registration statement under this section becomes effective thirty (30) days, or any shorter period provided by rule adopted or order issued under this article, after the date the registration statement or the last amendment other than a price amendment is filed, if:

(1) a stop order is not in effect and a proceeding is not pending under section 6 of this chapter;

(2) the commissioner has not issued an order under section 6 of this chapter delaying effectiveness; and

(3) the applicant or registrant has not requested that effectiveness be delayed.

(d) The commissioner may delay effectiveness once for not more than ninety (90) days if the commissioner determines the registration statement is not complete in all material respects and promptly notifies the applicant or registrant of that determination. The commissioner may also delay effectiveness for a further period of not more than thirty (30) days if the commissioner determines that the delay is necessary or appropriate.

(e) A rule adopted or order issued under this article may require as a condition of registration under this section that a prospectus containing a specified part of the information or record specified in subsection (b) be sent or given to each person to which an offer is made, before or concurrently with the earliest of:

(1) the first offer made in a record to the person otherwise than by means of a public advertisement, by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution;

IC 23-19-3-5Registration of Securities and Notice Filing of Federal Covered Securities—Filing of registration statement; filing fee; required information; incorporation of previously filed record; nonissuer distribution; escrow and impoundment; effective period; reports; posteffective amendments; abandonment

Sec. 5. (a) A registration statement under section 3 or 4 of this chapter may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this article.

(b) A person filing a registration statement shall pay a filing fee of five hundred dollars ($500). If the registration statement is withdrawn before the effective date or a preeffective stop order is issued, the commissioner shall retain the fee.

(2) the states in which a registration statement or similar record in connection with the offering has been or is to be filed; and

(3) any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the Securities and Exchange Commission, or a court.

(d) A record filed under this article or the predecessor act within five (5) years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.

(e) In the case of a nonissuer distribution, information or a record may not be required under subsection (i) or section 4 of this chapter, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.

(f) A rule adopted or order issued under this article may require as a condition of registration that a security issued within the previous five (5) years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow and that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this article, but the commissioner may not reject a depository institution solely because of its location in another state.

(g) A rule adopted or order issued under this article may require as a condition of registration that a security registered under this article be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this article or preserved for a period specified by the rule or order, which may not be longer than five (5) years.

(h) Except while a stop order is in effect under section 6 of this chapter, a registration statement is effective for one (1) year after its effective date, or for any longer period designated in an order under this article during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this article are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one (1) year after its effective date. A registration statement may be withdrawn only with the approval of the commissioner.

(i) While a registration statement is effective, a rule adopted or order issued under this article may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.

(j) A registration statement shall be amended after its effective date if there are material changes in information or documents in the registration statement or if there is an increase in the aggregate amount of securities offered or sold in the state. The posteffective amendment becomes effective when the commissioner so orders. If a posteffective amendment is made to increase the number of securities specified to be offered or sold, the issuer filing the amendment shall pay a nonrefundable registration fee of one hundred dollars ($100). A posteffective amendment relates back to the date of the offering of the additional securities being registered if, within one (1) year after the date of the sale, the amendment is filed and the additional registration fee is paid.

(k) If the issuer of a registration statement that is pending effectiveness performs no activity for a period of nine (9) months:

As added by P.L.27-2007, SEC.23. Amended by P.L.158-2017, SEC.4; P.L.32-2018, SEC.3.

IC 23-19-3-6Stop orders; denial, suspension, or revocation of registration; standards; postponement; hearing; process; modification or vacating order

Sec. 6. (a) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the commissioner finds that the order is in the public interest and that:

(1) the registration statement as of its effective date or before the effective date in the case of an order denying effectiveness, an amendment under section 5(j) of this chapter as of its effective date, or a report under section 5(i) of this chapter, is incomplete in a material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(2) this article, a rule adopted or order issued under this article, or a condition imposed under this article has been willfully violated, in connection with the offering, by the person filing the registration statement; by the issuer, a partner, officer, or director of the issuer or a person having a similar status or performing a similar function; a promoter of the issuer; by a person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or by an underwriter;

(3) the security registered or sought to be registered is the subject of a permanent or temporary injunction of a court with jurisdiction or an administrative stop order or similar order issued under any federal, foreign, or state law other than this article applicable to the offering, but the commissioner may not institute a proceeding against an effective registration statement under this subdivision more than one (1) year after the date of the order or injunction on which it is based, and the commissioner may not issue an order under this subdivision on the basis of an order or injunction issued under the securities act of another state unless the order or injunction was based on conduct that would constitute, as of the date of the order, a ground for a stop order under this section;

(4) the issuer's enterprise or method of business includes or would include activities that are unlawful where performed;

(5) with respect to a security sought to be registered under section 3 of this chapter, there has been a failure to comply with the undertaking required by section 3(b)(4) of this chapter;

(6) the applicant or registrant has not paid the filing fee, but the commissioner shall void the order if the deficiency is corrected; or

(B) has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions, or other compensation, or promoters' profits or participations, or unreasonable amounts or kinds of options.

(b) To the extent practicable, the commissioner by rule adopted or order issued under this article shall publish standards that provide notice of conduct that violates subsection (a)(7).

(c) The commissioner may not institute a stop order proceeding against an effective registration statement on the basis of conduct or a transaction known to the commissioner when the registration statement became effective unless the proceeding is instituted within thirty (30) days after the registration statement became effective.

(d) The commissioner may summarily revoke, deny, postpone, or suspend the effectiveness of a registration statement pending final determination of an administrative proceeding. Upon the issuance of the order, the commissioner shall promptly notify each person specified in subsection (e) that the order has been issued, the reasons for the revocation, denial, postponement, or suspension, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the commissioner within thirty (30) days after the date of service of the order, the order becomes final. If a hearing is requested or ordered, the commissioner, after notice of and opportunity for hearing for each person subject to the order, may modify or vacate the order or extend the order until final determination.

(1) appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;

(f) The commissioner may modify or vacate a stop order issued under this section if the commissioner finds that the conditions that caused its issuance have changed or that it is necessary or appropriate in the public interest or for the protection of investors.

IC 23-19-3-7Waiver or modification of requirements

Sec. 7. The commissioner may waive or modify, in whole or in part, any or all of the requirements of sections 2, 3, and 4(b) of this chapter or the requirement of any information or record in a registration statement or in a periodic report filed under section 5(i) of this chapter.

IC 23-19-4Chapter 4. Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers

23-19-4-1Broker-dealer registration; exemptions; restrictions on employment or association; foreign transactions

23-19-4-2Agent registration; exemptions; restrictions on employment or association; restrictions if no affiliation

23-19-4-3Investment adviser registration; exemptions; restrictions on employment or association

23-19-4-4Investment adviser representative registration; exemptions; restrictions on conducting business; referrals

23-19-4-5Federal covered investment adviser requirements; exemptions; filing

23-19-4-6Application for initial registration; requirements; amendments; national criminal history background check for investment adviser representative; effective date; renewal; conditions and waivers

23-19-4-7Succession; organization change; name change; change of control

23-19-4-8Termination notice; transfer of employment or association; temporary registration; prevention or suspension of transfer; cancellation or termination of registration; reinstatement

23-19-4-11Minimum financial requirements; financial reports; amendment; records; audits or inspections; insurance or posting bond; supervision; continuing education; compliance reports

23-19-4-11.5Prohibit selection of broker-dealer for completion of compliance report in consecutive years; prohibit selection of certain offices

23-19-4-12Denial, condition, revocation, suspension, or limitation of registration; censure, bar, or civil penalty for violation; grounds; examination; procedure

23-19-4-13Third party solicitor; required written disclosures; restrictions; exemptions

IC 23-19-4-1Broker-dealer registration; exemptions; restrictions on employment or association; foreign transactions

Sec. 1. (a) It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this article as a broker-dealer or is exempt from registration as a broker-dealer under subsection (b) or (d).

(b) The following persons are exempt from the registration requirement of subsection (a):

(1) A broker-dealer without a place of business in this state if its only transactions effected in this state are with:

(B) a broker-dealer registered as a broker-dealer under this article or not required to be registered as a broker-dealer under this article;

(D) a nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting for the account of others under discretionary authority in a signed record;

(E) a bona fide preexisting customer whose principal place of residence is not in this state, and the person is registered as a broker-dealer under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the customer maintains a principal place of residence;

(F) a bona fide preexisting customer whose principal place of residence is in this state but who was not present in this state when the customer relationship was established, if:

(i) the broker-dealer is registered under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities laws of the state in which the customer relationship was established and where the customer had maintained a principal place of residence; and

(ii) within forty-five (45) days after the customer's first transaction in this state, the person files an application for registration as a broker-dealer in this state and a further transaction is not effected more than seventy-five (75) days after the date on which the application is filed, or, if earlier, the date on which the commissioner notifies the person that the commissioner has denied the application for registration or has stayed the pendency of the application for good cause;

(G) not more than three (3) customers in this state during the previous twelve (12) months, in addition to those customers specified in clauses (A) through (F) and under clause (H), if the broker-dealer is registered under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the broker-dealer has its principal place of business; and

(H) any other person exempted by rule adopted or order issued under this article.

(2) A person that deals solely in United States government securities and is supervised as a dealer in government securities by the Board of Governors of the Federal Reserve System, the Comptroller of the Currency, the Federal Deposit Insurance Corporation, or the Office of Thrift Supervision.

(c) It is unlawful for a broker-dealer, or for an issuer engaged in offering, offering to purchase, purchasing, or selling securities in this state, directly or indirectly, to employ or associate with an individual to engage in an activity related to securities transactions in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with a broker-dealer, an issuer, an investment adviser, or a federal covered investment adviser by an order of the commissioner under this article, the Securities and Exchange Commission, or a self-regulatory organization. A broker-dealer or issuer does not violate this subsection if the broker-dealer or issuer did not know and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from a broker-dealer or issuer and for good cause, an order under this article may modify or waive, in whole or in part, the application of the prohibitions of this subsection to the broker-dealer.

(1) a broker-dealer that is registered in Canada or another foreign jurisdiction and that does not have a place of business in this state to effect transactions in securities with or for, or attempt to effect the purchase or sale of any securities by:

(A) an individual from Canada or another foreign jurisdiction who is temporarily present in this state and with whom the broker-dealer had a bona fide customer relationship before the individual entered the United States;

(B) an individual from Canada or another foreign jurisdiction who is present in this state and whose transactions are in a self-directed tax advantaged retirement plan of which the individual is the holder or contributor in that foreign jurisdiction; or

(C) an individual who is present in this state, with whom the broker-dealer customer relationship arose while the individual was temporarily or permanently resident in Canada or the other foreign jurisdiction; and

(2) an agent who represents a broker-dealer that is exempt under this subsection to effect transactions in securities or attempt to effect the purchase or sale of securities in this state as permitted for a broker-dealer described in subdivision (1).

IC 23-19-4-2Agent registration; exemptions; restrictions on employment or association; restrictions if no affiliation

Sec. 2. (a) It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this article as an agent or is exempt from registration as an agent under subsection (b).

(b) The following individuals are exempt from the registration requirement of subsection (a):

(1) An individual who represents a broker-dealer in effecting transactions in this state limited to those described in Section 15(h)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)(2)).

(2) An individual who represents a broker-dealer that is exempt under section 1(b) or 1(d) of this chapter.

(3) An individual who represents an issuer with respect to an offer or sale of the issuer's own securities or those of the issuer's parent or any of the issuer's subsidiaries, and who is not compensated in connection with the individual's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities.

(4) An individual who represents an issuer and who effects transactions in the issuer's securities exempted by IC 23-19-2-2, other than IC 23-19-2-2(11) and IC 23-19-2-2(14).

(5) An individual who represents an issuer that effects transactions solely in federal covered securities of the issuer, but an individual who effects transactions in a federal covered security under Section 18(b)(3) or 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. 77r(b)(3) or 77r(b)(4)(D)) is not exempt if the individual is compensated in connection with the agent's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities.

(6) An individual who represents a broker-dealer registered in this state under section 1(a) of this chapter or exempt from registration under section 1(b) of this chapter in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting for the account of others under discretionary authority in a signed record.

(7) An individual who represents an issuer in connection with the purchase of the issuer's own securities.

(8) An individual who represents an issuer and who restricts participation to performing clerical or ministerial acts.

(9) Any other individual exempted by rule adopted or order issued under this article.

(c) The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this article or an issuer that is offering, selling, or purchasing its securities in this state.

(d) It is unlawful for a broker-dealer, or an issuer engaged in offering, selling, or purchasing securities in this state, to employ or associate with an agent who transacts business in this state on behalf of broker-dealers or issuers unless the agent is registered under subsection (a) or exempt from registration under subsection (b).

(e) An individual may not act as an agent for more than one (1) broker-dealer or one (1) issuer at a time, unless the broker-dealer or the issuer for which the agent acts are affiliated by direct or indirect common control or are authorized by rule or order under this article.

IC 23-19-4-3Investment adviser registration; exemptions; restrictions on employment or association

Sec. 3. (a) It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this article as an investment adviser or is exempt from registration as an investment adviser under subsection (b).

(b) The following persons are exempt from the registration requirement of subsection (a):

(1) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are:

(A) federal covered investment advisers, investment advisers registered under this article, or broker-dealers registered under this article;

(C) bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or

(D) any other client exempted by rule adopted or order issued under this article.

(2) A person without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under subdivision (1).

(3) Any other person exempted by rule adopted or order issued under this article.

(c) It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this article, the Securities and Exchange Commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the commissioner, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.

(d) It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this article as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under section 4(a) of this chapter or is exempt from registration under section 4(b) of this chapter.

IC 23-19-4-4Investment adviser representative registration; exemptions; restrictions on conducting business; referrals

Sec. 4. (a) It is unlawful for an individual to transact business in this state as an investment adviser representative unless the individual is registered under this article as an investment adviser representative or is exempt from registration as an investment adviser representative under subsection (b).

(b) The following individuals are exempt from the registration requirement of subsection (a):

(1) An individual who is employed by or associated with an investment adviser that is exempt from registration under section 3(b) of this chapter or a federal covered investment adviser that is excluded from the notice filing requirements of section 5 of this chapter.

(2) Any other individual exempted by rule adopted or order issued under this article.

(c) The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this article or a federal covered investment adviser that has made or is required to make a notice filing under section 5 of this chapter.

(d) An individual may transact business as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser unless a rule adopted or order issued under this article prohibits or limits an individual from acting as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser.

(e) It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this state on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred from employment or association with an investment adviser or a federal covered investment adviser by an order under this article, the Securities and Exchange Commission, or a self-regulatory organization. Upon request from a federal covered investment adviser and for good cause, the commissioner, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser.

(f) An investment adviser registered under this article, a federal covered investment adviser that has filed a notice under section 5 of this chapter, or a broker-dealer registered under this article is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this article, a federal covered investment adviser who has filed a notice under section 5 of this chapter, or a broker-dealer registered under this article with which the individual is employed or associated as an investment adviser representative.

IC 23-19-4-5Federal covered investment adviser requirements; exemptions; filing

Sec. 5. (a) Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c).

(b) The following federal covered investment advisers are not required to comply with subsection (c):

(1) A federal covered investment adviser without a place of business in this state if its only clients in this state are:

(A) federal covered investment advisers, investment advisers registered under this article, and broker-dealers registered under this article;

(2) A federal covered investment adviser without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under subdivision (1).

(3) Any other person excluded by rule adopted or order issued under this article.

(c) A person acting as a federal covered investment adviser, not excluded under subsection (b), shall file a notice, a consent to service of process complying with IC 23-19-6-11, and such records as have been filed with the Securities and Exchange Commission under the Investment Advisers Act of 1940 required by rule adopted or order issued under this article and pay the fees specified in section 10(e) of this chapter.

IC 23-19-4-6Application for initial registration; requirements; amendments; national criminal history background check for investment adviser representative; effective date; renewal; conditions and waivers

Sec. 6. (a) A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with IC 23-19-6-11, and paying the fee specified in section 10 of this chapter and any reasonable fees charged by the designee of the commissioner for processing the filing. The application must contain:

(1) the information or record required for the filing of a uniform application; and

(2) upon request by the commissioner, any other financial or other information or record that the commissioner determines is appropriate.

(b) If the information or record contained in an application filed under subsection (a) is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) At the time of application for an initial registration as an investment adviser representative under this article, the commissioner shall require each applicant to submit fingerprints for a national criminal history background check (as defined in IC 10-13-3-12) by the Federal Bureau of Investigation, for use by the commissioner in determining whether the applicant should be denied registration under this chapter for any reason set forth in section 12(d) of this chapter. The applicant shall pay any fees or costs associated with the fingerprints and background check required under this subsection.

(d) If an order is not in effect and a proceeding is not pending under section 12 of this chapter, registration becomes effective at noon on the forty-fifth day after a completed application is filed, unless the registration is denied. A rule adopted or order issued under this article may set an earlier effective date or may defer the effective date until noon on the forty-fifth day after the filing of any amendment completing the application.

(e) A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under section 12 of this chapter, a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this article, by paying the fee specified in section 10 of this chapter, and by paying costs charged by the designee of the commissioner for processing the filings.

(f) A rule adopted or order issued under this article may impose other conditions, not inconsistent with the National Securities Markets Improvement Act of 1996. An order issued under this article may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.

IC 23-19-4-7Succession; organization change; name change; change of control

Sec. 7. (a) A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration under section 1 or 3 of this chapter or a notice under section 5 of this chapter for the unexpired portion of the current registration or notice filing.

(b) A broker-dealer or investment adviser that changes its form of organization or state of incorporation or organization may continue its registration by filing an amendment to its registration if the change does not involve a material change in its financial condition or management. The amendment becomes effective when filed or on a date designated by the registrant in its filing. The new organization is a successor to the original registrant for the purposes of this article. If there is a material change in financial condition or management, the broker-dealer or investment adviser shall file a new application for registration. A predecessor registered under this article shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker-dealer or investment adviser registration within forty-five (45) days after filing its amendment to effect succession.

(c) A broker-dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration. The amendment becomes effective when filed or on a date designated by the registrant.

(d) A change of control of a broker-dealer or investment adviser may be made in accordance with a rule adopted or order issued under this article.

IC 23-19-4-8Termination notice; transfer of employment or association; temporary registration; prevention or suspension of transfer; cancellation or termination of registration; reinstatement

Sec. 8. (a) If an agent registered under this article terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this article terminates employment by or association with an investment adviser or federal covered investment adviser, or if either registrant terminates activities that require registration as an agent or investment adviser representative, the broker-dealer, issuer, investment adviser, or federal covered investment adviser shall promptly file a notice of termination. If the registrant learns that the broker-dealer, issuer, investment adviser, or federal covered investment adviser has not filed the notice, the registrant may do so.

(b) If an agent registered under this article terminates employment by or association with a broker-dealer registered under this article and begins employment by or association with another broker-dealer registered under this article, or if an investment adviser representative registered under this article terminates employment by or association with an investment adviser registered under this article or a federal covered investment adviser that has filed a notice under section 5 of this chapter and begins employment by or association with another investment adviser registered under this article or a federal covered investment adviser that has filed a notice under section 5 of this chapter, then upon the filing by or on behalf of the registrant, within thirty (30) days after the termination, of an application for registration that complies with the requirement of section 6(a) of this chapter and payment of the filing fee required under section 10 of this chapter, the registration of the agent or investment adviser representative is:

(1) immediately effective as of the date of the completed filing, if the agent's Central Registration Depository record or successor record or the investment adviser representative's Investment Adviser Registration Depository record or successor record does not contain a new or amended disciplinary disclosure within the previous twelve (12) months; or

(2) temporarily effective as of the date of the completed filing, if the agent's Central Registration Depository record or successor record or the investment adviser representative's Investment Adviser Registration Depository record or successor record contains a new or amended disciplinary disclosure within the preceding twelve (12) months.

(c) The commissioner may withdraw a temporary registration if there are or were grounds for discipline as specified in section 12 of this chapter and the commissioner does so within thirty (30) days after the filing of the application. If the commissioner does not withdraw the temporary registration within the thirty (30) day period, registration becomes automatically effective on the thirty-first day after filing.

(d) The commissioner may prevent or suspend the effectiveness of a transfer of an agent or investment adviser representative under subsection (b)(1) or (b)(2) based on the public interest and the protection of investors. The commissioner, by order, may also extend a temporary registration to permit further time to review the qualifications of an applicant.

(e) If the commissioner determines that a registrant or applicant for registration is no longer in existence or has ceased to act as a broker-dealer, agent, investment adviser, or investment adviser representative, or is the subject of an adjudication of incapacity or is subject to the control of a committee, conservator, or guardian, or cannot reasonably be located, a rule adopted or order issued under this article may require the registration be canceled or terminated or the application denied. The commissioner may reinstate a canceled or terminated registration, with or without hearing, and may make the registration retroactive.

IC 23-19-4-9Withdrawal of registration

Sec. 9. Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective sixty (60) days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this article unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by rule adopted or order issued under this article. The commissioner may institute a revocation or suspension proceeding under section 12 of this chapter within one (1) year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.

IC 23-19-4-10Fees; transmittal of fee; exception

Sec. 10. (a) A person shall pay a fee of two hundred fifty dollars ($250) when initially filing an application for registration as a broker-dealer and a fee of one hundred twenty-five dollars ($125) when filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, the commissioner shall retain all of the fee.

(b) The fee for an individual is twenty-five dollars ($25) when filing an application for registration as an agent, a fee of twenty-five dollars ($25) when filing a renewal of registration as an agent, and a fee of twenty-five dollars ($25) when filing for a change of registration as an agent. If the filing results in a denial or withdrawal, the commissioner shall retain all of the fee.

(c) A person shall pay a fee of one hundred dollars ($100) when filing an application for registration as an investment adviser and a fee of fifty dollars ($50) when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the commissioner shall retain all of the fee.

(d) The fee for an individual is twenty-five dollars ($25) when filing an application for registration as an investment adviser representative, a fee of twenty-five dollars ($25) when filing a renewal of registration as an investment adviser representative, and a fee of twenty-five dollars ($25) when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the commissioner shall retain all of the fee.

(e) A federal covered investment adviser required to file a notice under section 5 of this chapter shall pay an initial fee of fifty dollars ($50) and an annual notice fee of fifty dollars ($50).

(f) A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this article.

(g) An investment adviser representative who is registered as an agent under section 2 of this chapter and who represents a person that is both registered as a broker-dealer under section 1 of this chapter and registered as an investment adviser under section 3 of this chapter or required as a federal covered investment adviser to make a notice filing under section 5 of this chapter is not required to pay an initial or annual registration fee for registration as an investment adviser representative.

IC 23-19-4-11Minimum financial requirements; financial reports; amendment; records; audits or inspections; insurance or posting bond; supervision; continuing education; compliance reports

Sec. 11. (a) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), a rule adopted or order issued under this article may establish minimum financial requirements for broker-dealers registered or required to be registered under this article and investment advisers registered or required to be registered under this article.

(b) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222(b) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a(b)), a broker-dealer registered or required to be registered under this article and an investment adviser registered or required to be registered under this article shall file such financial reports as are required by a rule adopted or order issued under this article. If the information contained in a record filed under this subsection is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a):

(1) a broker-dealer registered or required to be registered under this article and an investment adviser registered or required to be registered under this article shall make and maintain the accounts, correspondence, memoranda, papers, books, and other records required by rule adopted or order issued under this article;

(2) broker-dealer records required to be maintained under subdivision (1) may be maintained in any form of data storage acceptable under Section 17(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78q(a)) if they are readily accessible to the commissioner; and

(3) investment adviser records required to be maintained under subdivision (1) may be maintained in any form of data storage required by rule adopted or order issued under this article.

(d) The records of a broker-dealer registered or required to be registered under this article and of an investment adviser registered or required to be registered under this article are subject to such reasonable periodic, special, or other audits or inspections by a representative of the commissioner, within or outside this state, as the commissioner considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The commissioner may copy, and remove for audit or inspection copies of, all records the commissioner reasonably considers necessary or appropriate to conduct the audit or inspection. The commissioner may assess a reasonable charge for conducting an audit or inspection under this subsection.

(e) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), a rule adopted or order issued under this article may require a broker-dealer or investment adviser that has custody of or discretionary authority over funds or securities of a customer or client to obtain insurance or post a bond or other satisfactory form of security in an amount not to exceed fifty thousand dollars ($50,000). The commissioner may determine the requirements of the insurance, bond, or other satisfactory form of security. Insurance or a bond or other satisfactory form of security may not be required of a broker-dealer registered under this article whose net capital exceeds, or of an investment adviser registered under this article whose minimum financial requirements exceed, the amounts required by rule or order under this article. The insurance, bond, or other satisfactory form of security must permit an action by a person to enforce any liability on the insurance, bond, or other satisfactory form of security if instituted within the time limitations in IC 23-19-5-9(g).

(f) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), an agent may not have custody of funds or securities of a customer except under the supervision of a broker-dealer and an investment adviser representative may not have custody of funds or securities of a client except under the supervision of an investment adviser or a federal covered investment adviser. A rule adopted or order issued under this article may prohibit, limit, or impose conditions on a broker-dealer regarding custody of funds or securities of a customer and on an investment adviser regarding custody of securities or funds of a client.

(g) With respect to an investment adviser registered or required to be registered under this article, a rule adopted or order issued under this article may require that information or other records be furnished or disseminated to clients or prospective clients in this state as necessary or appropriate in the public interest and for the protection of investors and advisory clients.

(h) A rule adopted or order issued under this article may require an individual registered under section 2 or 4 of this chapter to participate in a continuing education program approved by the Securities and Exchange Commission and administered by a self-regulatory organization or, in the absence of such a program, a rule adopted or order issued under this article may require continuing education for an individual registered under section 4 of this chapter.

(i) Subject to section 11.5 of this chapter, the commissioner may annually select as many as twenty-five percent (25%) of all Indiana home and branch offices of registered broker-dealers for completion of compliance reports. Subject to section 11.5 of this chapter, each broker-dealer office that is selected shall file its compliance report according to rules adopted by the commissioner under this article not later than forty-five (45) days after being notified of selection under this subsection. No charges or other examination fees may be assessed against a registered broker-dealer as a result of the examination of a compliance report filed under this subsection unless the examination results in an investigation or examination made under IC 23-19-6-2(a).

As added by P.L.27-2007, SEC.23. Amended by P.L.149-2009, SEC.1; P.L.156-2009, SEC.22; P.L.1-2010, SEC.94.

IC 23-19-4-11.5Prohibit selection of broker-dealer for completion of compliance report in consecutive years; prohibit selection of certain offices

Sec. 11.5. (a) As used in this section, "office of supervisory jurisdiction" has the meaning set forth in the National Association of Securities Dealers Conduct Rule 3010(g) (as in effect on January 1, 2009).

(b) A broker-dealer registered or required to be registered under this article may not be selected for completion of a compliance report under section 11(i) of this chapter in consecutive years unless the commissioner has reason to believe that the broker-dealer has committed a violation of this article.

(c) The commissioner may not select for completion of a compliance report under section 11(i) of this chapter any office that:

(2) reflects the address of the office of supervisory jurisdiction described in subdivision (1) on all of the office's business cards, stationery, advertisements, and other communications to the public; and

(3) is included in the definition of branch office under the National Association of Securities Dealers Conduct Rule 3010(g) because the office:

(A) handles funds or securities as described under the National Association of Securities Dealers Conduct Rule 3010(g)(2)(A)(ii)(c); or

(B) uses the residential address on all business cards, stationery, advertisements, or other communications to the public under the National Association of Securities Dealers Conduct Rule 3010(g)(2)(A)(ii)(d).

IC 23-19-4-12Denial, condition, revocation, suspension, or limitation of registration; censure, bar, or civil penalty for violation; grounds; examination; procedure

Sec. 12. (a) If the commissioner finds that the order is in the public interest and subsection (d) authorizes the action, an order issued under this article may deny an application, or may condition or limit registration, of an applicant to be a broker-dealer, agent, investment adviser, or investment adviser representative and, if the applicant is a broker-dealer or investment adviser, of a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control of the broker-dealer or investment adviser.

(b) If the commissioner finds that the order is in the public interest and subsection (d) authorizes the action, an order issued under this article may revoke, suspend, condition, or limit the registration of a registrant and, if the registrant is a broker-dealer or investment adviser, of a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control of the broker-dealer or investment adviser. However, the commissioner may not:

(1) institute a revocation or suspension proceeding under this subsection based on an order issued under a law of another state that is reported to the commissioner or a designee of the commissioner more than one (1) year after the date of the order on which it is based; or

(2) under subsection (d)(5)(A) and (d)(5)(B), issue an order on the basis of an order issued under the securities act of another state unless the other order was based on conduct for which subsection (d) would authorize the action had the conduct occurred in this state.

(c) If the commissioner finds that the order is in the public interest and subsection (d)(1), (d)(2), (d)(3), (d)(4), (d)(5), (d)(6), (d)(8), (d)(9), (d)(11), (d)(12), or (d)(13) authorizes the action, an order under this article may censure, impose a bar, or impose a civil penalty in an amount not to exceed a maximum of ten thousand dollars ($10,000) per violation on a registrant, and, if the registrant is a broker-dealer or investment adviser, a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control of the broker-dealer or investment adviser.

(d) A person may be disciplined under subsections (a) through (c) if the person:

(1) has filed an application for registration in this state under this article or the predecessor act within the previous ten (10) years, which, as of the effective date of registration or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained a statement that, in light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(2) knowingly violated or knowingly failed to comply with this article or the predecessor act or a rule adopted or order issued under this article or the predecessor act within the previous ten (10) years;

(3) has been convicted of a felony or within the previous ten (10) years has been convicted of a misdemeanor involving a security, a commodity future or option contract, or an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance;

(4) is enjoined or restrained by a court with jurisdiction in an action instituted by the commissioner under this article or the predecessor act, a state, the Securities and Exchange Commission, or the United States from engaging in or continuing an act, practice, or course of business involving an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance;

(5) is the subject of an order, issued after notice and opportunity for hearing, by:

(A) the securities, depository institution, insurance, or other financial services regulator of a state or by the Securities and Exchange Commission or other federal agency denying, revoking, barring, or suspending registration as a broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative;

(B) the securities regulator of a state or the Securities and Exchange Commission against a broker-dealer, agent, investment adviser, investment adviser representative, or federal covered investment adviser;

(C) the Securities and Exchange Commission or a self-regulatory organization suspending or expelling the registrant from membership in the self-regulatory organization;

(E) the insurance regulator of a state denying, suspending, or revoking registration as an insurance agent;

(F) a depository institution regulator suspending or barring the person from the depository institution business; or

(G) any state regulatory body or organization governing real estate brokers or sales persons denying, suspending, or revoking a person's registration or license in the real estate industry;

(6) is the subject of an adjudication or determination, after notice and opportunity for hearing, by the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Federal Trade Commission, a federal depository institution regulator, or a depository institution, insurance, or other financial services regulator of a state that the person willfully violated the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, or the Commodity Exchange Act, the securities or commodities law of a state, or a federal or state law under which a business involving investments, franchises, insurance, banking, or finance is regulated;

(7) is insolvent, either because the person's liabilities exceed the person's assets or because the person cannot meet the person's obligations as they mature, but the commissioner may not enter an order against an applicant or registrant under this subdivision without a finding of insolvency as to the applicant or registrant;

(8) refuses to allow or otherwise impedes the commissioner from conducting an audit or inspection under section 11(d) of this chapter or refuses access to a registrant's office to conduct an audit or inspection under section 11(d) of this chapter;

(9) has failed to reasonably supervise an agent, investment adviser representative, or other individual, if the agent, investment adviser representative, or other individual was subject to the person's supervision and committed a violation of this article or the predecessor act or a rule adopted or order issued under this article or the predecessor act within the previous ten (10) years;

(10) has not paid the proper filing fee within thirty (30) days after having been notified by the commissioner of a deficiency, but the commissioner shall vacate an order under this subdivision when the deficiency is corrected;

(11) after notice and opportunity for a hearing, has been found within the previous ten (10) years:

(A) by a court with jurisdiction to have willfully violated the laws of a foreign jurisdiction under which the business of securities, commodities, investment, franchises, insurance, banking, or finance is regulated;

(B) to have been the subject of an order of a securities regulator of a foreign jurisdiction denying, revoking, or suspending the right to engage in the business of securities as a broker-dealer, agent, investment adviser, investment adviser representative, or similar person; or

(C) to have been suspended or expelled from membership by or participation in a securities exchange or securities association operating under the securities laws of a foreign jurisdiction;

(12) is the subject of a cease and desist order issued by the Securities and Exchange Commission or issued under the securities, commodities, investment, franchise, banking, finance, or insurance laws of a state;

(13) has engaged in dishonest or unethical practices in the securities, commodities, investment, franchise, banking, finance, or insurance business within the previous ten (10) years;

(14) is not qualified on the basis of factors such as training, experience, and knowledge of the securities business. However, in the case of an application by an agent for a broker-dealer that is a member of a self-regulatory organization or by an individual for registration as an investment adviser representative, a denial order may not be based on this subdivision if the individual has successfully completed all examinations required by subsection (e). The commissioner may require an applicant for registration under section 2 or 4 of this chapter who has not been registered in a state within the two (2) years preceding the filing of an application in this state to successfully complete an examination;

(15) is on the most recent tax warrant list supplied to the commissioner by the department of state revenue;

(A) an applicant for registration as an agent for a broker-dealer or as an investment adviser representative; or

(B) registered as an agent for a broker-dealer or as an investment adviser representative;

and has failed to comply with a court order imposing a child support obligation; or

(17) fails to comply with the disclosure requirements set forth under IC 24-4.9-3.

(e) A rule adopted or order issued under this article may require that an examination, including an examination developed or approved by an organization of securities regulators, be successfully completed by a class of individuals or all individuals. An order issued under this article may waive, in whole or in part, an examination as to an individual and a rule adopted under this article may waive, in whole or in part, an examination as to a class of individuals if the commissioner determines that the examination is not necessary or appropriate in the public interest and for the protection of investors.

(f) The commissioner may suspend or deny an application summarily; restrict, condition, limit, or suspend a registration; or censure, bar, or impose a civil penalty on a registrant before final determination of an administrative proceeding. Upon the issuance of an order, the commissioner shall promptly notify each person subject to the order that the order has been issued, the reasons for the action, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the commissioner within thirty (30) days after the date of service of the order, the order becomes final by operation of law. If a hearing is requested or ordered, the commissioner, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend the order until final determination.

(g) An order may not be issued under this section, except under subsection (f), without:

(h) A person that controls, directly or indirectly, a person not in compliance with this section may be disciplined by order of the commissioner under subsections (a) through (c) to the same extent as the noncomplying person, unless the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct that is a ground for discipline under this section.

(i) The commissioner may not institute a proceeding under subsection (a), (b), or (c) based solely on material facts actually known by the commissioner unless an investigation or the proceeding is instituted within one (1) year after the commissioner actually acquires knowledge of the material facts.

(j) All fines and penalties collected under this section shall be deposited into the securities division enforcement account as established by IC 23-19-6-1(f).

As added by P.L.27-2007, SEC.23. Amended by P.L.85-2012, SEC.3; P.L.205-2021, SEC.6.

IC 23-19-4-13Third party solicitor; required written disclosures; restrictions; exemptions

Sec. 13. (a) For purposes of this section, "adviser" refers to any of the following:

(b) A third party solicitor shall provide a copy of the third party solicitor's written disclosure document to a client at the time a solicitation is made.

(1) The names of the third party solicitor and the adviser who have entered into an agreement for solicitation services.

(2) The nature of the relationship between the third party solicitor and the adviser, including any affiliation.

(3) A statement that the adviser will compensate the third party solicitor for solicitation services.

(A) the client is charged an adviser's fee that is greater than the adviser's fee charged to other clients; and

(B) the difference is attributable to the third party solicitor and the adviser's arrangement for solicitation services.

(d) Except as provided in subsection (e), an adviser who is employed by or associated with an investment adviser shall not, directly or indirectly, compensate a third party solicitor for solicitation services performed in Indiana.

(e) An adviser may compensate a third party solicitor for solicitation services performed in Indiana if all of the following apply:

(1) The adviser is properly registered with the division or exempted from registration under this article.

(2) The adviser receives from the client, before entering into an investment advisory contract, a signed and dated acknowledgment that the client received:

(A) a Form ADV Part II, or any successor brochure form required to be filed under:

a written disclosure statement including all the information required by a Form ADV Part II; and

(3) The adviser makes a good faith effort to ascertain whether the third party solicitor complies with the written agreement.

(4) The adviser has a reasonable basis for believing that the third party solicitor has complied with the written agreement.

(5) The third party solicitor is compensated under a written agreement that the adviser is a party to.

(6) The third party solicitor is not the subject of an order listed by IC 23-19-4-12(d)(5).

(7) The adviser and the third party solicitor have entered into a written agreement that:

(B) contains the third party solicitor's agreement to perform the third party solicitor's duties consistent with:

(C) requires the third party solicitor, when performing solicitation services described in the agreement, to provide the client with:

(i) a current copy of the adviser's Form ADV Part II, or any successor form; and

(f) This section does not relieve an adviser of any fiduciary or other obligations under any law.

23-19-4.1-6Suspected financial exploitation of financially vulnerable adult; duty of qualified individual to report and notify commissioner; authorized additional notifications

23-19-4.1-7Qualified individual's authority to refuse to disburse funds; notice to protective agencies and parties on account; expiration of refusal; court order extending refusal or providing protective relief

23-19-4.1-8Immunity for broker-dealers, investment advisers, and qualified individuals; authority of commissioner to access books and records not impeded

23-19-4.1-9Authority of broker-dealers and investment advisers to provide relevant records to protective agencies or law enforcement; records confidential

23-19-4.1-10Training resources for broker-dealers, investment advisers, and qualified individuals; availability on secretary of state's web site

IC 23-19-4.1-1"Financial exploitation"

Sec. 1. As used in this chapter, "financial exploitation" means the wrongful or unauthorized taking, withholding, appropriation, or use of money, real property, or personal property of a financially vulnerable adult.

IC 23-19-4.1-2Repealed

IC 23-19-4.1-2.1"Financially vulnerable adult"

Sec. 2.1. As used in this chapter, "financially vulnerable adult" means an individual to whom one (1) or more of the following apply:

IC 23-19-4.1-3"Immediate family member"

Sec. 3. As used in this chapter, "immediate family member" means a spouse, child, parent, or sibling.

IC 23-19-4.1-4"Protective agencies"

Sec. 4. As used in this chapter, "protective agencies" refers to both of the following:

IC 23-19-4.1-5"Qualified individual"

Sec. 5. As used in this chapter, "qualified individual" means an individual associated with a broker-dealer or investment adviser who serves in a supervisory, compliance, or legal capacity as part of the individual's job.

IC 23-19-4.1-6Suspected financial exploitation of financially vulnerable adult; duty of qualified individual to report and notify commissioner; authorized additional notifications

Sec. 6. (a) If a qualified individual has reason to believe that financial exploitation of a financially vulnerable adult has occurred, has been attempted, or is being attempted, the qualified individual shall, as required by IC 12-10-3-9(a):

(1) make a report to the adult protective services unit (as defined in IC 12-10-3-1); and

(b) After a qualified individual makes a report and provides notification under subsection (a), the qualified individual may, to the extent permitted under federal law, notify any of the following concerning the qualified individual's belief:

(4) A trustee, cotrustee, or successor trustee of the account of the financially vulnerable adult.

(6) Any other person permitted under existing laws, rules, regulations, or customer agreement.

As added by P.L.39-2016, SEC.1. Amended by P.L.158-2017, SEC.9; P.L.47-2025, SEC.10.

IC 23-19-4.1-7Qualified individual's authority to refuse to disburse funds; notice to protective agencies and parties on account; expiration of refusal; court order extending refusal or providing protective relief

Sec. 7. (a) A qualified individual may refuse a request for disbursement of funds from an account:

(2) of which a financially vulnerable adult is a beneficiary or beneficial owner;

if the qualified individual has reason to believe that the requested disbursement may result in financial exploitation of the financially vulnerable adult.

(b) If a qualified individual refuses a request for disbursement under subsection (a), a broker-dealer or investment adviser involved in the transaction or the qualified individual shall:

(1) subject to subsection (c), make a reasonable effort to notify all parties authorized to transact business on the account:

not more than two (2) business days after the qualified individual refuses the request for disbursement; and

not more than three (3) business days after the qualified individual refuses the request for disbursement.

(c) A broker-dealer, investment adviser, or the qualified individual described in subsection (b) is not required to contact a party authorized to transact business on the account if the broker-dealer, investment adviser, or qualified individual has reason to believe that the party has engaged in suspected or attempted financial exploitation of the financially vulnerable adult.

(d) Unless a court or the commissioner enters an order extending the refusal of disbursement or providing any other applicable protective relief, any refusal of disbursement under this section expires upon the earlier of the following:

(1) The date that the qualified individual has reason to believe that the disbursement will not result in financial exploitation of the financially vulnerable adult.

(2) Fifteen (15) business days after the date of the initial refusal of disbursement by the qualified individual. However, if a broker-dealer's or investment adviser's internal review of the facts and circumstances supports the broker-dealer's or investment adviser's reasonable belief that the financial exploitation of the financially vulnerable adult has occurred, is occurring, has been attempted, or will be attempted, the commissioner shall extend the refusal of disbursement for an additional fifteen (15) business days after the expiration date that would otherwise apply under this subdivision.

(1) a broker-dealer, investment adviser, or qualified individual provides notice under subsection (b); and

(2) the refusal of disbursement has expired or a court or the commissioner has entered an order as described in subsection (d) or (e)(1);

the broker-dealer, investment adviser, or qualified individual shall notify, in writing, the protective agencies of the expiration or the order, as applicable.

IC 23-19-4.1-8Immunity for broker-dealers, investment advisers, and qualified individuals; authority of commissioner to access books and records not impeded

Sec. 8. Notwithstanding any other provision of law, a broker-dealer, investment adviser, or a qualified individual who, in good faith, complies with section 6 or 7 of this chapter, is immune from any administrative or civil liability for actions taken in accordance with those sections. A broker-dealer, investment adviser, or qualified individual who, in good faith, releases or does not release copies of records under section 9 of this chapter is immune from any civil liability for release of such records or failing to release such records. This chapter does not limit or otherwise impede the authority of the commissioner to access or examine books and records of broker-dealers or investment advisers as otherwise provided by law.

IC 23-19-4.1-9Authority of broker-dealers and investment advisers to provide relevant records to protective agencies or law enforcement; records confidential

Sec. 9. (a) A broker-dealer or investment adviser may provide to protective agencies or law enforcement access to or copies of records that are relevant to the suspected financial exploitation of a financially vulnerable adult. The records may include records relating to:

(1) disbursement of any funds from an account of the financially vulnerable adult; and

(2) disbursements of funds that comprise the suspected financial exploitation of a financially vulnerable adult.

(b) All records made available to the protective agencies under this section are confidential under IC 5-14-3.

IC 23-19-4.1-10Training resources for broker-dealers, investment advisers, and qualified individuals; availability on secretary of state's web site

Sec. 10. Not later than September 1, 2017, the commissioner shall develop and make available on the secretary of state's Internet web site information that includes training resources to assist broker-dealers, investment advisers, and qualified individuals in the prevention and detection of financial exploitation of financially vulnerable adults. The training resources must include information on:

(2) the potential steps broker-dealers, investment advisers, and qualified individuals can take, under Indiana law, to prevent suspected financial exploitation of financially vulnerable adults.

IC 23-19-4.1-11Commissioner's authority to adopt rules

Sec. 11. The commissioner may adopt rules under IC 23-19-6-5 to implement this chapter.

23-19-5-2Unlawful practices; investment advisers and investment adviser representatives; investment advisory contract

23-19-5-6Filings related to fact of registration; unlawful act

23-19-5-9Civil liability; defense; rights and remedies; joint and several liability; right of contribution; statute of limitations; contractual waivers void

IC 23-19-5-1Fraudulent or deceitful acts

Sec. 1. It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly:

(2) to make an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statement made, in the light of the circumstances under which they were made, not misleading; or

(3) to engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.

IC 23-19-5-2Unlawful practices; investment advisers and investment adviser representatives; investment advisory contract

Sec. 2. (a) It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities, or that receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice:

(2) to engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.

(b) A rule adopted under this article may define an act, practice, or course of business of an investment adviser or an investment adviser representative, other than a supervised person of a federal covered investment adviser, as fraudulent, deceptive, or manipulative, and prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, other than supervised persons of a federal covered investment adviser, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive, or manipulative.

(c) A rule adopted under this article may specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser.

IC 23-19-5-3Evidentiary burden

Sec. 3. (a) In a civil action or administrative proceeding under this article, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim.

(b) In a criminal proceeding under this article, a person claiming an exemption, exception, preemption, or exclusion has the burden of going forward with evidence of the claim.

IC 23-19-5-4Sales and advertising literature filing

Sec. 4. (a) Except as otherwise provided in subsection (b), a rule adopted or order issued under this article may require the filing of a prospectus, a pamphlet, a circular, a form letter, an advertisement, sales literature, or other advertising record relating to a security or investment advice, addressed or intended for distribution to prospective investors, including clients or prospective clients of a person registered or required to be registered as an investment adviser under this article.

(b) This section does not apply to sales and advertising literature specified in subsection (a) that relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by IC 23-19-2-1, IC 23-19-2-2, or IC 23-19-2-3 except as required under IC 23-19-2-1(7).

IC 23-19-5-5Filing false or misleading statements

Sec. 5. It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this article, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, in connection with the statement, to omit to state a material fact necessary to make the statement made, in the light of the circumstances under which it was made, not false or misleading.

IC 23-19-5-6Filings related to fact of registration; unlawful act

Sec. 6. The filing of an application for registration, a registration statement, a notice filing under this article, the registration of a person, the notice filing by a person, or the registration of a security under this article does not constitute a finding by the commissioner that a record filed under this article is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption, or exclusion for a security or a transaction does not mean that the commissioner has passed upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction. It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective purchaser, customer, or client a representation inconsistent with this section.

IC 23-19-5-7Qualified immunity

Sec. 7. A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the commissioner or designee of the commissioner, the Securities and Exchange Commission, or a self-regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement's truth or falsity.

IC 23-19-5-8Violations; felony; assistance in prosecution

Sec. 8. (a) A person who knowingly violates this article, or a rule adopted under this article, commits a Level 5 felony. However, this subsection does not apply to a violation of the following:

(b) A person who knowingly violates section 1 of this chapter commits a Level 4 felony if the person harmed, defrauded, misled, or deceived by the violation is at least sixty (60) years of age.

a relationship that is based on religious affiliation or worship commits a Level 4 felony.

(d) It is the duty of a prosecuting attorney, as well as of the attorney general, to assist the commissioner upon the commissioner's request in the prosecution to final judgment of a violation of the penal provisions of this article. If the commissioner determines that an action based on the securities division's investigations is meritorious:

(1) the commissioner or a designee empowered by the commissioner shall refer the facts drawn from the investigation to the prosecuting attorney of the judicial circuit in which the crime may have been committed;

(2) the commissioner and the securities division shall assist the prosecuting attorney in prosecuting an action under this section, which may include a securities division attorney serving as a special deputy prosecutor appointed by the prosecuting attorney;

(3) a prosecuting attorney to whom facts concerning fraud are referred under subdivision (1) may refer the matter to the attorney general;

(4) if a matter has been referred to the attorney general under subdivision (3), the attorney general may:

(A) file an information in a court with jurisdiction over the matter in the county in which the offense is alleged to have been committed; and

(5) if a matter has been referred to the attorney general under subdivision (3), the commissioner and the securities division shall assist the attorney general in prosecuting an action under this section, which may include a securities division attorney serving as a special deputy attorney general appointed by the attorney general.

(e) This article does not limit the power of this state to punish a person for conduct that constitutes a crime under other laws of this state.

As added by P.L.27-2007, SEC.23. Amended by P.L.156-2009, SEC.23; P.L.146-2013, SEC.2; P.L.158-2013, SEC.267; P.L.168-2014, SEC.34; P.L.158-2022, SEC.7.

IC 23-19-5-9Civil liability; defense; rights and remedies; joint and several liability; right of contribution; statute of limitations; contractual waivers void

Sec. 9. (a) Except as provided in section 11 of this chapter, a person is liable to the purchaser if the person sells a security in violation of this article, including a violation of IC 23-19-4-12(d)(9) or IC 23-19-4-12(d)(13). It is a defense if the person selling the security sustains the burden of proof that either the person did not know, and in the exercise of reasonable care could not have known, of the violation or the purchaser knowingly participated in the violation. An action under this subsection is governed by the following:

(1) The purchaser may maintain an action to recover the consideration paid for the security, less the amount of any income received on the security, and interest at the greater of eight percent (8%) per annum or the rate provided for in the security from the date of the purchase, costs, and reasonable attorney's fees determined by the court or arbitrator, upon the tender of the security, or for actual damages as provided in subdivision (3).

(2) The tender referred to in subdivision (1) may be made any time before entry of judgment. Tender requires only notice in a record of ownership of the security and willingness to exchange the security for the amount specified. A purchaser that no longer owns the security may recover actual damages as provided in subdivision (3).

(3) Actual damages in an action arising under this subsection are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, and interest at the greater of eight percent (8%) per annum or the rate provided for in the security from the date of the purchase, costs, and reasonable attorneys' fees determined by the court or arbitrator.

(b) Except as provided in section 11 of this chapter, a person is liable to the seller if the person buys a security in violation of this article, including a violation of IC 23-19-4-12(d)(9) or IC 23-19-4-12(d)(13). It is a defense if the person purchasing the security sustains the burden of proof that either the person did not know, and in the exercise of reasonable care could not have known, of the conduct constituting the violation or the seller knowingly participated in the violation. An action under this subsection is governed by the following:

(1) The seller may maintain an action to recover the security, and any income received on the security, costs, and reasonable attorney's fees determined by the court or arbitrator, upon the tender of the purchase price, or for actual damages as provided in subdivision (3).

(2) The tender referred to in subdivision (1) may be made any time before entry of judgment. Tender requires only notice in a record of the present ability to pay the amount tendered and willingness to take delivery of the security for the amount specified. If the purchaser no longer owns the security, the seller may recover actual damages as provided in subdivision (3).

(3) Actual damages in an action arising under this subsection are the difference between the price at which the security was sold and the value the security would have had at the time of the sale in the absence of the purchaser's conduct causing liability, and interest at the greater of eight percent (8%) per annum or the rate provided for in the security from the date of the sale of the security, costs, and reasonable attorney's fees determined by the court or arbitrator.

(c) A person acting as an investment adviser or investment adviser representative that provides investment advice for compensation in violation of this article is liable to the client. An action under this subsection shall be governed by the following:

(1) For a violation of section 1 or 2 of this chapter, the client may maintain an action to recover the consideration paid for the advice and the amount of any actual damages caused by the fraudulent conduct, interest at the greater of eight percent (8%) per annum or the rate provided for in the security from the date of the fraudulent conduct, costs, and reasonable attorney's fees determined by the court less the amount of any income received as a result of the fraudulent conduct.

(2) For a violation of any other section of this article, the client may maintain an action to recover the consideration paid for the advice, interest at the greater of eight percent (8%) per annum or the rate provided for in the security from the date of payment, costs, and reasonable attorney's fees determined by the court or arbitrator.

(3) This subsection does not apply to a broker-dealer or its agents if the investment advice provided is solely incidental to transacting business as a broker-dealer and no special compensation is received for the investment advice.

(d) The following persons are liable jointly and severally with and to the same extent as persons liable under subsections (a) through (c):

(1) A person that directly or indirectly controls a person liable under subsections (a) and (b), unless the controlling person sustains the burden of proof that the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of the conduct by reason of which the liability is alleged to exist.

(2) An individual who is a managing partner, executive officer, or director of a person liable under subsections (a) through (c), including an individual having a similar status or performing similar functions, unless the individual sustains the burden of proof that the individual did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist.

(3) An individual who is an employee of or associated with a person liable under subsections (a) through (c) and who materially aids the conduct giving rise to the liability, unless the individual sustains the burden of proof that the individual did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist.

(4) A person that is a broker-dealer, agent, investment adviser, or investment adviser representative that materially aids the conduct giving rise to the liability under subsections (a) through (c), unless the person sustains the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which liability is alleged to exist.

(e) A person liable under this section has a right of contribution as in cases of contract against any other person liable under this section for the same conduct.

(f) A cause of action under this section survives the death of an individual who might have been a plaintiff or defendant.

(g) Action under this section shall be commenced within three (3) years after discovery by the person bringing the action of a violation of this article, and not afterwards.

(h) A person that has made, or has engaged in the performance of, a contract in violation of this article or a rule adopted or order issued under this article, or that has acquired a purported right under the contract with knowledge of conduct by reason of which its making or performance was in violation of this article, may not base an action on the contract.

(i) A condition, stipulation, or provision binding a person purchasing or selling a security or receiving investment advice to waive compliance with this article or a rule adopted or order issued under this article is void.

(j) The rights and remedies provided by this article are in addition to any other rights or remedies that may exist.

IC 23-19-5-10Rescission offers

Sec. 10. A purchaser, seller, or recipient of investment advice may not maintain an action under section 9 of this chapter if:

(1) the purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted:

(A) an offer stating the respect in which liability under section 9 of this chapter may have arisen and fairly advising the purchaser, seller, or recipient of investment advice of that person's rights in connection with the offer, and any financial or other information necessary to correct all material misrepresentations or omissions in the information that was required by this article to be furnished to that person at the time of the purchase, sale, or investment advice;

(B) if the basis for relief under this section may have been a violation described in section 9(a) of this chapter, an offer to repurchase the security for cash, payable on delivery of the security, equal to the consideration paid, and interest at the rate of eight percent (8%) per annum from the date of the purchase, less the amount of any income received on the security, or, if the purchaser no longer owns the security, an offer to pay the purchaser upon acceptance of the offer damages in an amount that would be recoverable upon a tender, less the value of the security when the purchaser disposed of it, and interest at the rate of eight percent (8%) per annum from the date of the purchase in cash equal to the damages computed in the manner provided in this clause;

(C) if the basis for relief under this section may have been a violation described in section 9(b) of this chapter, an offer to tender the security, on payment by the seller of an amount equal to the purchase price paid, less income received on the security by the purchaser and interest from the date of the sale, or if the purchaser no longer owns the security, an offer to pay the seller upon acceptance of the offer, in cash, damages in the amount of the difference between the price at which the security was purchased and the value the security would have had at the time of the purchase in the absence of the purchaser's conduct that may have caused liability, and interest at the rate of eight percent (8%) per annum from the date of the sale; or

(D) if the basis for relief under this section may have been a violation described in section 9(c) of this chapter, an offer to reimburse in cash the consideration paid for the advice and interest from the date of payment;

(2) the offer under subdivision (1) states that it must be accepted by the purchaser, seller, or recipient of investment advice within thirty (30) days after the date of its receipt by the purchaser, seller, or recipient of investment advice or any shorter period, of not less than three (3) days, that the commissioner, by order, specifies;

(3) the offeror has the present ability to pay the amount offered or to tender the security under subdivision (1);

(4) the offer under subdivision (1) is delivered to the purchaser, seller, or recipient of investment advice, or sent in a manner that ensures receipt by the purchaser, seller, or recipient of investment advice; and

(5) the purchaser, seller, or recipient of investment advice that accepts the offer under subdivision (1) in a record within the period specified under subdivision (2) is paid in accordance with the terms of the offer.

IC 23-19-5-11Violation of agreement

(b) A person is not liable under section 9(a) or 9(b) of this chapter for a violation of this section.

23-19-6-1Securities division; securities commissioner; unlawful use of nonpublic information; investor education initiatives; securities division enforcement account; securities restitution fund; assistance from attorney general; police powers

23-19-6-2Investigations; subpoenas; depositions; relief; hearings; use immunity; certificate of compliance or noncompliance; witness fees

23-19-6-4Violations; investigations; cease and desist orders and other orders; hearings; civil penalties; appeals; civil contempt; certified copy of order

23-19-6-5Rules, forms, and orders; financial statements; interpretive opinions and determinations; good faith conduct; public hearings

23-19-6-6Register of filings; availability to public; reasonable charge for furnishing copy

23-19-6-7Public records; inspection and copying; confidential records

23-19-6-8Uniformity objective; cooperation with agencies; policies

23-19-6-11Consent to service of process; conduct constituting agent for service of process; procedures; continuances

IC 23-19-6-1Securities division; securities commissioner; unlawful use of nonpublic information; investor education initiatives; securities division enforcement account; securities restitution fund; assistance from attorney general; police powers

Sec. 1. (a) This article shall be administered by a division of the office of the secretary of state. The secretary of state shall appoint a securities commissioner who shall be responsible for the direction and supervision of the division and the administration of this article under the direction and control of the secretary of state. The salary of the securities commissioner shall be paid out of the funds appropriated for the administration of this article. The commissioner shall serve at the will of the secretary of state.

(1) shall employ a chief deputy, attorneys, a senior investigator, a senior accountant, and other deputies, investigators, accountants, clerks, stenographers, and other employees necessary for the administration of this article; and

(c) It is unlawful for the commissioner or an officer, employee, or designee of the commissioner to use for personal benefit or the benefit of others records or other information obtained by or filed with the commissioner that is not public under section 7(b) of this chapter. This article does not authorize the commissioner or an officer, employee, or designee of the commissioner to disclose the record or information, except in accordance with section 2, 7(c), or 8 of this chapter.

(d) This article does not create or diminish a privilege or exemption that exists at common law, by statute or rule, or otherwise.

(e) Subject to IC 4-2-6-15, the commissioner may develop and implement investor education initiatives to inform the public about investing in securities, with particular emphasis on the prevention and detection of securities fraud. In developing and implementing these initiatives, the commissioner may collaborate with public and nonprofit organizations with an interest in investor education. The commissioner may accept a grant or donation from a person that is not affiliated with the securities industry or from a nonprofit organization, regardless of whether the organization is affiliated with the securities industry, to develop and implement investor education initiatives. This subsection does not authorize the commissioner to require participation or monetary contributions of a registrant in an investor education program.

(f) The securities division enforcement account is established. Except as provided in subsection (o), fees and funds of whatever character accruing from the administration of this article shall be accounted for by the secretary of state and shall be deposited with the treasurer of state to be deposited by the treasurer of the state in either the state general fund or the securities division enforcement account. Subject to IC 4-2-6-15, expenses incurred in the administration of this article shall be paid from the state general fund upon appropriation being made for the expenses in the manner provided by law for the making of those appropriations. The following shall be deposited by the treasurer of state in the securities division enforcement account:

(B) recovered in a settlement of an action initiated to enforce this article; or

(g) The following shall be deposited by the treasurer of state in the state general fund:

(B) recovered in a settlement of an action initiated to enforce this article; or

(3) Subject to subsection (o), other fees and revenues that are not designated for deposit in the securities division enforcement account or the securities restitution fund.

(h) Notwithstanding IC 23-2-2.5-34, IC 23-2-2.5-43, IC 23-2.5-2, IC 23-19-4-12, IC 25-11-1-15, and this chapter, five percent (5%) of funds received for deposit in the securities division enforcement account shall instead be deposited in the securities restitution fund established by IC 23-20-1-25. Subject to appropriation by the general assembly and subject to IC 4-2-6-15, the funds deposited in the enforcement account shall be available, with the approval of the budget agency:

(1) to augment and supplement the funds appropriated for the administration of this article; and

(2) for grants and awards to nonprofit entities for programs and activities that will further investor education and financial literacy in the state.

The funds in the enforcement account do not revert to the state general fund at the end of any state fiscal year. The fund may be augmented after budget committee review.

(i) In connection with the administration and enforcement of this article, the attorney general shall render all necessary assistance to the commissioner upon the commissioner's request, and to that end, the attorney general shall employ legal and other professional services as are necessary to adequately and fully perform the service under the direction of the commissioner as the demands of the securities division shall require. Expenses incurred by the attorney general for the purposes stated in this subsection shall be chargeable against and paid out of funds appropriated to the attorney general for the administration of the attorney general's office. The attorney general may authorize the commissioner and the commissioner's designee to represent the commissioner and the securities division in any proceeding involving enforcement or defense of this article.

(j) Neither the secretary of state, the commissioner, nor an employee of the securities division shall be liable in their individual capacity, except to the state, for an act done or omitted in connection with the performance of their respective duties under this article.

(k) The commissioner shall take, prescribe, and file the oath of office prescribed by law. The commissioner, chief deputy commissioner, and each attorney or investigator designated by the commissioner are police officers of the state and shall have all the powers and duties of police officers in making arrests for violations of this article, or in serving any process, notice, or order connected with the enforcement of this article by whatever officer, authority, or court issued and shall comprise the enforcement department of the division and are considered a criminal justice agency for purposes of IC 5-2-4 and IC 10-13-3.

(l) The provisions of this article delegating and granting power to the secretary of state, the securities division, and the commissioner shall be liberally construed to the end that:

(2) disclosure of sufficient and reliable information in order to afford reasonable opportunity for the exercise of independent judgment of the persons involved may be assured; and

(3) the qualifications may be prescribed to assure availability of reliable broker-dealers, investment advisers, and agents engaged in and in connection with the issuance, barter, sale, purchase, transfer, or disposition of securities in this state.

It is the intent and purpose of this article to delegate and grant to and vest in the secretary of state, the securities division, and the commissioner full and complete power to carry into effect and accomplish the purpose of this article and to charge them with full and complete responsibility for its effective administration.

(m) Copies of any statement and documents filed in the office of the secretary of state and of any records of the secretary of state certified by the commissioner shall be admissible in any prosecution, action, suit, or proceeding based upon, arising out of, or under this article to the same effect as the original of such statement, document, or record would be if actually produced.

(n) IC 4-21.5 and any rules of practice adopted by the securities division are applicable to administrative proceedings under this article.

(o) Notwithstanding any other law, two percent (2%) of funds received for deposit in the state general fund as described in subsection (g)(3) shall instead be deposited in the securities restitution fund established by IC 23-20-1-25.

As added by P.L.27-2007, SEC.23. Amended by P.L.114-2010, SEC.10; P.L.85-2012, SEC.4; P.L.92-2013, SEC.80; P.L.205-2013, SEC.338; P.L.2-2014, SEC.103; P.L.160-2015, SEC.6; P.L.39-2016, SEC.2; P.L.175-2019, SEC.3; P.L.156-2023, SEC.13; P.L.213-2025, SEC.296.

IC 23-19-6-2Investigations; subpoenas; depositions; relief; hearings; use immunity; certificate of compliance or noncompliance; witness fees

(1) conduct public or private investigations within or outside this state which the commissioner considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this article or a rule adopted or order issued under this article, or to aid in the enforcement of this article or in the adoption of rules and forms under this article;

(2) require or permit a person to testify, file a statement, or produce a record, under oath or otherwise as the commissioner determines, as to all the facts and circumstances concerning a matter to be investigated or about which an action or proceeding is to be instituted; and

(3) publish a record concerning an action, proceeding, or an investigation under, or a violation of, this article or a rule adopted or order issued under this article if the commissioner determines it is necessary or appropriate in the public interest and for the protection of investors.

(b) For the purpose of an investigation under this article, the commissioner or the commissioner's designated officer may administer oaths and affirmations, subpoena witnesses, seek compulsion of attendance, take evidence, require the filing of statements, and require the production of any records that the commissioner considers relevant or material to the investigation. Upon order of the commissioner, before July 1, 2020, a hearing officer appointed by the commissioner, or, after June 30, 2020, an administrative law judge assigned, after request by the commissioner, by the office of administrative law proceedings established by IC 4-15-10.5-7, in any hearing, depositions may be taken in the manner prescribed by law for depositions in civil actions and made returnable to the commissioner, a hearing officer appointed by the commissioner, or administrative law judge.

(c) If a person does not appear or refuses to testify, file a statement, or produce records, or otherwise does not obey a subpoena as required by this article, the commissioner, before July 1, 2020, a hearing officer appointed by the commissioner, or, after June 30, 2020, an administrative law judge assigned, after request by the commissioner, by the office of administrative law proceedings established by IC 4-15-10.5-7, may apply to the circuit or superior court in the county where the hearing, investigation, or inquiry in question is being conducted to enforce compliance. The court may:

(2) order the person to appear before the commissioner, hearing officer appointed by the commissioner, or administrative law judge;

(3) order the person to testify about the matter under investigation or in question;

(5) grant injunctive relief, including restricting or prohibiting the offer or sale of securities or the providing of investment advice;

(6) impose a civil penalty of not more than twenty thousand dollars ($20,000) for each violation; and

(d) This section does not preclude a person from applying to the circuit or superior court in the county where the hearing, investigation, or inquiry in question is being conducted for relief from a request to appear, testify, file a statement, produce records, or obey a subpoena.

(e) If a witness, in any hearing, inquiry, or investigation conducted under this article, refuses to answer any question or produce any item, the commissioner may file a written petition with the circuit or superior court in the county where the hearing, investigation, or inquiry in question is being conducted requesting a hearing on the refusal. The court shall hold a hearing to determine if the witness may refuse to answer the question or produce the item. If the court determines that the witness, based upon the witness's privilege against self-incrimination, may properly refuse to answer or produce an item, the commissioner may make a written request that the court grant use immunity to the witness. Upon written request of the commissioner, the court shall grant use immunity to a witness. The court shall instruct the witness, by written order or in open court, that:

(1) any evidence the witness gives, or evidence derived from that evidence, may not be used in any criminal proceedings against that witness, unless the evidence is volunteered by the witness or is not responsive to a question; and

(2) the witness must answer the questions asked and produce the items requested. A grant of use immunity does not prohibit the use of evidence that the witness gives in a hearing, investigation, or inquiry from being used in a prosecution for perjury under IC 35-44.1-2-1. If a witness refuses to give the evidence after the witness has been granted use immunity, the court may find the witness in contempt.

(f) At the request of the securities regulator of another state or a foreign jurisdiction, the commissioner may provide assistance if the requesting regulator states that it is conducting an investigation to determine whether a person has violated, is violating, or is about to violate a law or rule of the other state or foreign jurisdiction relating to securities matters that the requesting regulator administers or enforces. The commissioner may provide the assistance by using the authority to investigate and the powers conferred by this section as the commissioner determines is necessary or appropriate. The assistance may be provided without regard to whether the conduct described in the request would also constitute a violation of this article or other law of this state if occurring in this state. In deciding whether to provide the assistance, the commissioner may consider whether the requesting regulator is permitted and has agreed to provide assistance reciprocally within its state or foreign jurisdiction to the commissioner on securities matters when requested; whether compliance with the request would violate or prejudice the public policy of this state; and the availability of resources and employees of the commissioner to carry out the request for assistance.

(g) In any prosecution, action, suit, or proceeding based upon or arising out of or under the provisions of this article, a certificate duly signed by the commissioner showing compliance or noncompliance with the provisions of this article, respecting the security in question or respecting compliance or noncompliance of this article, by any issuer, broker-dealer, investment advisor, or agent, shall constitute prima facie evidence of compliance or noncompliance with the provisions of this article, as the case may be, and shall be admissible in evidence in any action at law or in equity to enforce this article.

(h) Each witness who shall appear before the commissioner or a hearing officer appointed by the commissioner by order shall receive for the witness's attendance the fees and mileage provided for witnesses in civil cases, which shall be audited and paid by the state in the same manner as other expenses of the securities division are audited and paid upon the presentation of proper vouchers sworn to by the witnesses and approved by the commissioner. However, no witnesses subpoenaed at the instance of parties other than the commissioner, or a hearing officer appointed by the commissioner shall be entitled to any fee or compensation from the state.

As added by P.L.27-2007, SEC.23. Amended by P.L.126-2012, SEC.40; P.L.205-2019, SEC.27.

IC 23-19-6-3Violations; injunctions; other remedies

Sec. 3. (a) If the commissioner believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this article or a rule adopted or order issued under this article or that a person has, is, or is about to engage in an act, practice, or course of business that materially aids a violation of this article or a rule adopted or order issued under this article, the commissioner may maintain an action in the circuit or superior court in the county where the investigation or inquiry in question is being conducted to enjoin the act, practice, or course of business and to enforce compliance with this article or a rule adopted or order issued under this article.

(1) issue a permanent or temporary injunction, restraining order, or declaratory judgment;

(A) an asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator;

(B) ordering a receiver or conservator appointed under clause (A) to take charge and control of a respondent's property, including investment accounts and accounts in a depository institution, rents, and profits; to collect debts; and to acquire and dispose of property;

(C) imposing a civil penalty up to ten thousand dollars ($10,000) per violation and an order of rescission, restitution, or disgorgement directed to a person that has engaged in an act, practice, or course of business constituting a violation of this article or the predecessor act or a rule adopted or order issued under this article or the predecessor act; and

(d) Penalties collected under this section shall be deposited in the securities division enforcement account established under section 1 of this chapter.

IC 23-19-6-4Violations; investigations; cease and desist orders and other orders; hearings; civil penalties; appeals; civil contempt; certified copy of order

Sec. 4. (a) If the commissioner determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this article or a rule adopted or order issued under this article or that a person has materially aided, is materially aiding, or is about to materially aid an act, practice, or course of business constituting a violation of this article or a rule adopted or order issued under this article, the commissioner may:

(1) investigate and may issue, with or without a prior hearing, orders and notices as the commissioner determines to be in the public interest, including cease and desist orders, orders to show cause, and notices. After notice and hearing, the commissioner may enter an order of rescission, restitution, or disgorgement, including interest at the legal rate of interest, directed to a person who has violated this article or a rule or order under this article;

(2) issue an order denying, suspending, revoking, or conditioning the exemptions for a broker-dealer under IC 23-19-4-1(b)(1)(D) or IC 23-19-4-1(b)(1)(F) or an investment adviser under IC 23-19-4-3(b)(1)(C); or

(b) An order under subsection (a) is effective on the date of issuance. Upon issuance of the order, the commissioner shall promptly serve each person subject to the order with a copy of the order and a notice that the order has been entered. The order must include a statement whether the commissioner will seek a civil penalty or costs of the investigation, a statement of the reasons for the order, and notice that, within fifteen (15) days after receipt of a request in a record from the person, the matter will be scheduled for a hearing. If a person subject to the order does not request a hearing and none is ordered by the commissioner within forty-five (45) days after the date of service of the order, the order, which may include a civil penalty or costs of the investigation if a civil penalty or costs were sought in the statement accompanying the order, becomes final as to that person by operation of law. If a hearing is requested or ordered, the commissioner, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend it until final determination.

(c) If a hearing is requested or ordered under subsection (b), the hearing must be held not later than fifteen (15) business days after receipt if the original order issued by the commissioner was a summary suspension, summary revocation, or denial of a license and not later than forty-five (45) business days after receipt for all other orders. A final order may not be issued unless the commissioner makes findings of fact and conclusions of law in a record. The final order may make final, vacate, or modify the order issued under subsection (a).

(d) In a final order under subsection (c), the commissioner may impose a civil penalty up to ten thousand dollars ($10,000) per violation. Penalties collected under this section shall be deposited in the securities division enforcement account established under section 1 of this chapter.

(e) In a final order, the commissioner may charge the cost of an investigation or proceeding for a violation of this article or a rule adopted or order issued under this article.

(f) If a petition for judicial review of a final order is not filed in accordance with section 9 of this chapter, the commissioner may file a certified copy of the final order with the clerk of a court with jurisdiction. The order so filed has the same effect as a judgment of the court and may be recorded, enforced, or satisfied in the same manner as a judgment of the court.

(g) If a person does not comply with an order under this section, the commissioner may petition a court with jurisdiction to enforce the order. The court may not require the commissioner to post a bond in an action or proceeding under this section. If the court finds, after service and opportunity for hearing, that the person was not in compliance with the order, the court may adjudge the person in civil contempt of the order. The court may impose a further civil penalty against the person for contempt in an amount not greater than twenty thousand dollars ($20,000) for each violation and may grant any other relief the court determines is just and proper in the circumstances.

(h) The commissioner shall send a certified copy of every final order that suspends or revokes a person's registration under this article, or that orders a person who is not registered under this article to cease and desist from violating this article, to the insurance commissioner appointed under IC 27-1-1-2. The insurance commissioner shall act in accordance with IC 27-1-15.6-29.5.

IC 23-19-6-5Rules, forms, and orders; financial statements; interpretive opinions and determinations; good faith conduct; public hearings

(1) issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this article and may repeal rules, including rules and forms governing registration statements, applications, notice filings, reports, and other records;

(2) by rule, define terms, whether or not used in this article, but those definitions may not be inconsistent with this article; and

(3) by rule, classify securities, persons, and transactions and adopt different requirements for different classes.

(b) Under this article, a rule or form may not be adopted or amended, or an order issued or amended, unless the commissioner finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this article.

(c) Subject to Section 15(h) of the Securities Exchange Act of 1938 (15 U.S.C. 78o(h)) and Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), the commissioner may require that a financial statement filed under this article be prepared in accordance with generally accepted accounting principles in the United States and comply with other requirements specified by rule adopted or order issued under this article. A rule adopted or order issued under this article may establish:

(1) subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) and Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), the form and content of financial statements required under this article;

(3) whether required financial statements must be audited by an independent certified public accountant.

(d) The commissioner may provide interpretive opinions or issue determinations that the commissioner will not institute a proceeding or an action under this article against a specified person for engaging in a specified act, practice, or course of business if the determination is consistent with this article. The commissioner shall charge a fee of one hundred dollars ($100) for an interpretive opinion or determination.

(e) A penalty under this article may not be imposed for, and liability does not arise from, conduct that is engaged in or omitted in good faith and reasonably believed to be conforming to a rule, form, or order of the commissioner under this article.

(f) A hearing in an administrative proceeding under this article must be conducted in public unless the commissioner finds a statutory basis that would allow the hearing to be closed to the public.

As added by P.L.27-2007, SEC.23. Amended by P.L.230-2007, SEC.19; P.L.3-2008, SEC.172; P.L.152-2020, SEC.8.

IC 23-19-6-6Register of filings; availability to public; reasonable charge for furnishing copy

Sec. 6. (a) The commissioner shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisers, and investment adviser representatives; notice filings by federal covered investment advisers that are or have been effective under this article or the predecessor act; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this article or the predecessor act; and interpretive opinions or no-action determinations issued under this article.

(b) The commissioner shall make all rules, forms, interpretive opinions, and orders available to the public.

(c) The commissioner shall furnish a copy of a record that is a public record, or a certification that the public record does not exist, to a person that so requests. A rule adopted under this article may establish a reasonable charge for furnishing the record or certification. A copy of the record certified or a certificate by the commissioner of a record's nonexistence is prima facie evidence of a record or its nonexistence.

IC 23-19-6-7Public records; inspection and copying; confidential records

Sec. 7. (a) Except as otherwise provided in subsection (b), records obtained by the commissioner or filed under this article, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for inspection and copying.

(b) The following records are confidential and are not available for public inspection and copying under subsection (a):

(1) A record obtained by the commissioner in connection with an audit or inspection under IC 23-19-4-11(d) or an investigation under section 2 of this chapter.

(2) A part of a record filed in connection with a registration statement under IC 23-19-3-1 and IC 23-19-3-3 through IC 23-19-3-5 or a record under IC 23-19-4-11(d) that contains trade secrets or confidential information if the person filing the registration statement or report has asserted a claim of confidentiality or privilege that is authorized by law and approved by the commissioner.

(3) A record that is not required to be provided to the commissioner or filed under this article and is provided to the commissioner only on the condition that the record will not be subject to public examination or disclosure.

(4) Confidential records received from a person specified in section 8(a) of this chapter.

(5) Any Social Security number, residential address unless used as a business address, and residential telephone number unless used as a business telephone number, contained in a record that is filed.

(6) A record obtained by the commissioner through a designee of the commissioner that a rule or order under this article determines has been:

(B) determined to be confidential by that designee if the commissioner finds the determination to be based on statutory authority.

(c) If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in section 8(a) of this chapter, the commissioner may disclose a record obtained in connection with an audit or inspection under IC 23-19-4-11(d) or a record obtained in connection with an investigation under section 2 of this chapter.

IC 23-19-6-8Uniformity objective; cooperation with agencies; policies

Sec. 8. (a) The commissioner shall, in its discretion, cooperate, coordinate, consult, and, subject to section 7 of this chapter, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the Securities and Exchange Commission, the United States Department of Justice, the Commodity Futures Trading Commission, the Federal Trade Commission, the Securities Investor Protection Corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking and insurance regulator, or a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.

(b) In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this article, the commissioner shall, in its discretion, take into consideration in carrying out the public interest the following general policies:

(3) Minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.

(c) The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:

(1) establishing or employing one (1) or more designees as a central depository for registration and notice filings under this article and for records required or allowed to be maintained under this article;

(9) formulating rules, statements of policy, guidelines, forms, and interpretive opinions and releases;

(11) notifying the public of proposed rules, forms, statements of policy, and guidelines;

(12) attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, considered necessary or appropriate to promote or achieve uniformity; and

(13) developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.

IC 23-19-6-9Appeals from orders; transcripts; trial de novo

(1) any issuer, investment adviser, or registered broker-dealer whose application for registration of an issue of securities may have been granted or denied, from any final order of the commissioner respecting that application or registration;

(2) any applicant for registration as a broker-dealer, investment adviser, or agent of any registered broker-dealer, investment advisor, or agent, from any final order of the commissioner affecting the application or registration as a broker-dealer, investment adviser, or agent;

(3) any person against whom a civil penalty has been imposed under section 3(b) or 4(d) of this chapter, from the final order of the commissioner imposing the civil penalty; or

(4) any person who is named a respondent, from any final order issued by the commissioner under section 2, 3, or 4 of this chapter;

to the circuit or superior court of Marion County or the county wherein the person taking the appeal resides or maintains a place of business.

(b) Within twenty (20) days after the entry of the order, the commissioner shall be served with:

(1) a written notice of the appeal stating the court to which the appeal will be taken and the grounds upon which a reversal of the final order is sought;

(2) a demand in writing for a certified transcript of the record and of all papers on file in the commissioner's office affecting or relating to the order; and

(3) a bond in the penal sum of five hundred dollars ($500) to the state of Indiana with sufficient surety to be approved by the commissioner, conditioned upon the faithful prosecution of the appeal to final judgment and the payment of all costs that shall be adjudged against the appellant.

(c) After the commissioner has been served with the items specified in subsection (b), the commissioner shall within ten (10) days make, certify, and deliver to the appellant the transcript, and the appellant shall within five (5) days file the same and a copy of the notice of appeal with the clerk of the court, which notice of appeal shall stand as appellant's complaint, and the commissioner may appear and file any motion or pleading and form the issue. The cause shall be entered on the trial calendar for trial de novo and given precedence over all matters pending in the court.

(d) The court shall receive and consider any pertinent evidence, whether oral or documentary, concerning the order of the commissioner from which the appeal is taken. If the order of the commissioner is reversed, the court shall in its mandate specifically direct the commissioner as to the commissioner's further action in the matter, including the making and entering of any order or orders in connection therewith and the conditions, limitations, or restrictions to be contained. The commissioner is not barred from revoking or altering the order for any proper cause that may thereafter accrue or be discovered. If the order is affirmed, the appellant is not barred after thirty (30) days from filing a new application if the application is not otherwise barred or limited. The appeal shall not in any way suspend the operation of the order appealed from during the pendency of the appeal unless upon proper order of the court. An appeal may be taken from the judgment of the court on any appeal on the same terms and conditions as an appeal is taken in civil actions.

IC 23-19-6-10Jurisdiction

(c) For the purpose of this section, an offer to sell or to purchase a security is made in Indiana, whether or not either party is then present in Indiana, if the offer:

(2) is directed by the offeror to a place in Indiana and received at the place to which it is directed; or

(d) For the purpose of this section, an offer to purchase or to sell is accepted in Indiana, whether or not either party is then present in Indiana, if the acceptance:

(1) is communicated to the offeror in Indiana and the offeree reasonably believes the offeror to be present in Indiana and the acceptance is received at the place in Indiana to which it is directed or to another place in Indiana; and

(2) has not previously been communicated to the offeror, orally or in a record, outside this state.

(e) An offer to sell or to purchase is not made in Indiana when a publisher circulates, or there is circulated on the publisher's behalf, in Indiana a bona fide newspaper or other publication of general, regular, and paid circulation that is not published in Indiana, or that is published in Indiana but has had more than two-thirds (2/3) of its circulation outside Indiana during the previous twelve (12) months, or when a radio or television program or other electronic communication originating outside Indiana is received in Indiana. A radio or television program or other electronic communication is considered as having originated in Indiana if either the broadcast studio or the originating source of transmission is located in Indiana, unless:

(1) the program or communication is syndicated and distributed from outside Indiana for redistribution to the general public in Indiana;

(2) the program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside Indiana for redistribution to the general public in Indiana;

(3) the program or communication is an electronic communication that originates outside Indiana and is captured for redistribution to the general public in Indiana by a community antenna or cable, radio, cable television, or other electronic system; or

(4) the program or communication consists of an electronic communication that originates in Indiana, but which is not intended for distribution to the general public in Indiana.

IC 23-19-6-11Consent to service of process; conduct constituting agent for service of process; procedures; continuances

Sec. 11. (a) An irrevocable consent to service of process required by this article must be signed and filed in the form required by a rule or order under this article. A consent appointing the secretary of state as the person's agent for service of process in an action or proceeding against the person, or the person's successor or personal representative under this article or a rule adopted or order issued under this article after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.

(b) If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this article or a rule adopted or order issued under this article and the person has not filed a consent to service of process under subsection (a), the act, practice, or course of business constitutes the appointment of the secretary of state as the person's agent for service of process in an action or proceeding against the person or the person's successor or personal representative.

(c) Service under subsection (a) or (b) may be made by providing a copy of the process to the office of the secretary of state, but it is not effective unless:

(1) the plaintiff, which may be the commissioner, promptly sends notice of the service and a copy of the process, return receipt requested, to the respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address of the respondent, or takes other reasonable steps to give notice; and

(2) the plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the commissioner in a proceeding before the commissioner, allows.

(d) Service under subsection (c) may be used in a proceeding before the commissioner or by the commissioner in a civil action in which the commissioner is the moving party.

(e) If process is served under subsection (c), the court, or the commissioner in a proceeding before the commissioner, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.

IC 23-19-6-12Repealed

IC 23-19-7Chapter 7. Awards for Reporting Securities Violations

23-19-7-7Award to informant for original information leading to successful enforcement action; commissioner to determine amount; award to be paid from fund; limit on aggregate amount of awards

23-19-7-10Right or obligation to present evidence to grand jury or share evidence in criminal investigation unaffected

IC 23-19-7-1"Commissioner"

Sec. 1. As used in this chapter, "commissioner" refers to the securities commissioner appointed by the secretary of state under IC 23-19-6-1(a).

IC 23-19-7-2"Division"

Sec. 2. As used in this chapter, "division" refers to the securities division of the office of the secretary of state.

Sec. 3. As used in this chapter, "fund" refers to the securities restitution fund established by IC 23-20-1-25.

IC 23-19-7-4"Informant"

Sec. 4. (a) As used in this chapter, "informant" means an individual who provides original information concerning a violation of this article to the division.

(1) a journalist, a reporter, or any other member of the news media if the individual discovers or acquires the original information in the course of investigating or reporting a story, as part of an assignment, or through any other means related to the individual's work for, or in connection with, the news media; or

IC 23-19-7-5"Monetary sanction"

Sec. 5. As used in this chapter, "monetary sanction" refers to money required to be paid under this article as the result of a judicial or an administrative action, including any penalties imposed or amounts ordered through an order of disgorgement. However, the term does not include any amounts ordered or identified as restitution.

IC 23-19-7-6"Original information"

(4) would not otherwise be known to the division if the informant had not provided the information to the division.

IC 23-19-7-7Award to informant for original information leading to successful enforcement action; commissioner to determine amount; award to be paid from fund; limit on aggregate amount of awards

Sec. 7. (a) Except as provided in section 9 of this chapter, and subject to subsection (b) and section 8 of this chapter, if:

(A) voluntarily provides in writing, and in the form or manner required by the commissioner, original information to the division; and

(B) includes, as part of the writing provided under clause (A), a signed statement indicating that the informant reasonably believes that the act or omission disclosed through the original information provided constitutes a violation of this article; and

(2) the original information provided by the informant leads to the successful enforcement of a judicial or an administrative action under this article;

the commissioner may award an amount, to be determined by the commissioner and paid from the fund, to the informant for the original information provided.

(b) The commissioner may provide an award to one (1) or more informants in any single judicial or administrative proceeding under this article. However, the aggregate amount of the awards in any single judicial or administrative proceeding may not exceed ten percent (10%) of the total monetary sanctions imposed or ordered in the action.

IC 23-19-7-8Considerations in determining amount of award

Sec. 8. In determining the amount of an award to be paid under this chapter, the commissioner shall consider:

(1) the significance of the original information provided by the informant to the successful enforcement of the judicial or administrative action under this article;

(2) the degree of assistance or cooperation provided by the informant in connection with the judicial or administrative proceedings;

(3) the programmatic interest of the commissioner in deterring a violation of this article by making awards to informants who provide original information leading to the successful enforcement of this article; and

IC 23-19-7-9Circumstances when award prohibited

Sec. 9. The commissioner may not provide an award to an informant under this chapter if the informant:

(1) is convicted of a crime in connection with the judicial or administrative proceeding for which the informant provided the original information;

(2) acquired the original information in performing an examination of financial statements required under securities laws or regulations, if the informant's subsequent disclosure of the information acquired constitutes a violation of 15 U.S.C. 78j-1;

(3) fails to provide the original information to the division in the manner prescribed by section 7(a)(1) of this chapter and in accordance with any other requirements prescribed by the commissioner;

(4) knowingly or recklessly makes a false, fictitious, or fraudulent statement or a misrepresentation as part of, or in connection with:

(B) the judicial or administrative proceeding for which the original information was provided;

(5) uses, relies on, or provides a false writing or document knowing that, or with reckless disregard as to whether, the writing or document contains false, fictitious, or fraudulent information;

(6) knows that, or has a reckless disregard as to whether, the original information provided is false, fictitious, or fraudulent; or

IC 23-19-7-10Right or obligation to present evidence to grand jury or share evidence in criminal investigation unaffected

Sec. 10. This chapter does not limit or negate any right or obligation of any individual to present evidence to a grand jury or to share evidence with potential witnesses or defendants in the course of an ongoing criminal investigation.

IC 23-20-1Chapter 1. Restitution for Victims of Securities Violations

23-20-1-12Application for restitution assistance; filing with division

23-20-1-13Division's review of applications; request for additional information

23-20-1-14Denial of assistance to victim participating in or profiting from securities violation

23-20-1-16Adjudication of violation required; final order; failure of party to pay

23-20-1-17Denial of assistance; order not containing restitution award

23-20-1-18Restitution award overturned on appeal; denial or forfeiture of assistance

23-20-1-20State's lien on victim's recovery; deduction of state's share of court expenses

23-20-1-21Recovery by claimant receiving assistance; refund to state of overpayment

23-20-1-22Victim's contribution to monetary injury; consideration in amount of assistance; basis for denial

23-20-1-24Award not subject to execution, attachment, or garnishment

23-20-1-25Securities restitution fund; establishment; funding sources

23-20-1-28Securities restitution fund; threshold; suspension of payment of claims; proration of claims after suspension period

23-20-1-29State's liability for award; limited to availability of money in fund

23-20-1-30Claimant convicted of forgery, fraud, or deception; forfeiture of award; civil action by division to recover funds

IC 23-20-1-1"Claimant"

Sec. 1. (a) As used in this chapter, "claimant" means a victim filing an application for restitution assistance under this chapter.

IC 23-20-1-2"Division"

Sec. 2. As used in this chapter, "division" refers to the securities division of the office of the secretary of state.

Sec. 3. As used in this chapter, "fund" refers to the securities restitution fund established by section 25 of this chapter.

IC 23-20-1-4"Out-of-pocket loss"

Sec. 4. As used in this chapter, "out-of-pocket loss" means an amount equal to the amount of restitution ordered under any of the following:

IC 23-20-1-5"Person"

Sec. 5. As used in this chapter, "person" includes a sole proprietorship, a partnership, a corporation, an association, a fiduciary, or an individual.

IC 23-20-1-6"Securities violation"

Sec. 6. As used in this chapter, "securities violation" means a violation of any of the following:

(1) The Securities Act of 1933, as amended, and any regulations related to that act.

(2) The Securities Exchange Act of 1934, as amended, and any regulations related to that act.

(3) The Investment Company Act of 1940, as amended, and any regulations related to that act.

(4) The Investment Advisers Act of 1940, as amended, and any regulations related to that act.

(5) The Indiana Uniform Securities Act (IC 23-19) and any rules related to that act.

(6) Other state securities acts and any rules or regulations related to those acts.

IC 23-20-1-7"Victim"

Sec. 7. As used in this chapter, "victim" means an individual who suffers monetary injury as a result of a securities violation.

IC 23-20-1-8Duties of division

(2) Determine whether a claim for restitution assistance filed under this chapter should be awarded.

IC 23-20-1-9Order awarding restitution to claimant required

that demonstrates that restitution has been awarded to the claimant as described in section 16 of this chapter.

IC 23-20-1-10Confidentiality of claimant's personal information

Sec. 10. A claimant's personal information (as defined in IC 9-14-6-6) is confidential.

IC 23-20-1-11Persons eligible for restitution assistance

Sec. 11. Except as otherwise provided in this chapter, the following persons are eligible for restitution assistance under this chapter:

(B) in a jurisdiction other than Indiana, including a foreign country, if the jurisdiction in which the securities violation occurred does not offer to Indiana residents who are victims of securities violations in that jurisdiction assistance that is substantially similar to the assistance offered under this chapter.

(2) A nonresident of Indiana who is a victim of a securities violation committed in Indiana if the jurisdiction in which the victim resides offers to Indiana residents who are victims of securities violations in that jurisdiction assistance that is substantially similar to the assistance offered under this chapter.

(3) A surviving spouse or dependent child of a victim described in subdivision (1) or (2).

(4) Any other person legally dependent for principal support upon a victim described in subdivision (1) or (2).

IC 23-20-1-12Application for restitution assistance; filing with division

Sec. 12. (a) A person eligible for restitution assistance under section 11 of this chapter may file an application for restitution assistance with the division.

(b) The application must be received by the division not more than one hundred eighty (180) days after the date of the order described in section 16 of this chapter. The division may grant an extension of time for good cause shown by the claimant. However, the division may not accept an application that is received more than two (2) years after the date of the order described in section 16 of this chapter.

(c) The application must be filed in the office of the division in person, through the division's Internet web site, or by first class or certified mail. If requested, the division shall assist a claimant in preparing the application.

(d) The division shall accept all applications filed in compliance with this chapter. Upon receipt of a complete application, the division shall promptly begin processing the application.

IC 23-20-1-13Division's review of applications; request for additional information

Sec. 13. (a) The division shall review all applications to ensure that the applications are complete.

(b) If an application is not complete, the application shall be returned to the claimant with a brief statement of the additional information required.

(c) The claimant may, not more than thirty (30) days after receipt of the request for additional information, either supply the information or appeal to the securities commissioner as to the completeness of the application.

(d) The decision of the securities commissioner as to the completeness of the application is final.

(2) additional time is not granted by the securities commissioner for good cause.

IC 23-20-1-14Denial of assistance to victim participating in or profiting from securities violation

Sec. 14. (a) Subject to subsection (b), the division may not award restitution assistance if the victim:

(b) If the victim is a dependent child or dependent parent of the person who commits a securities violation, restitution assistance may be awarded if justice requires.

IC 23-20-1-15Assistance limited to one claimant per victim

Sec. 15. The division may not award restitution assistance under this chapter to more than one (1) claimant per victim.

IC 23-20-1-16Adjudication of violation required; final order; failure of party to pay

Sec. 16. (a) The division may not award restitution assistance under this chapter unless the securities violation was adjudicated in a state or federal court or a regulatory agency administrative proceeding.

(b) The division may not award restitution assistance under this chapter unless:

(1) a final order has been entered ordering restitution to the victim in a proceeding described in subsection (a); and

IC 23-20-1-17Denial of assistance; order not containing restitution award

Sec. 17. The division shall deny an award of restitution assistance under this chapter if a court or administrative order does not contain an award of restitution to the victim.

IC 23-20-1-18Restitution award overturned on appeal; denial or forfeiture of assistance

Sec. 18. (a) The division may not award restitution assistance under this chapter on behalf of a victim whose award of restitution under a court or administrative order is overturned on appeal.

(2) after the award of restitution assistance under this chapter, the victim's award of restitution under a court or administrative order is overturned on appeal;

the claimant shall forfeit the restitution assistance received under this chapter.

IC 23-20-1-19Subrogation rights of state

Sec. 19. (a) The state is subrogated to the rights of the person awarded restitution under this chapter to the extent of the award.

(b) The subrogation rights are against the person who committed the securities violation or a person liable for the pecuniary loss.

IC 23-20-1-20State's lien on victim's recovery; deduction of state's share of court expenses

Sec. 20. (a) In addition to the subrogation rights under section 19 of this chapter, the state is entitled to a lien in the amount of the award on a recovery made by or on behalf of the victim.

(c) If a claimant brings an action described in subsection (b)(2), the claimant may deduct from the money owed to the state under the lien the state's pro rata share of the reasonable expenses for the court suit, including attorney's fees. The amount the claimant deducts under this subsection for the state's pro rata share of the expenses may not be more than fifteen percent (15%) of the money owed under the lien.

IC 23-20-1-21Recovery by claimant receiving assistance; refund to state of overpayment

(2) a claimant receives a sum required to be deducted under section 20(a) of this chapter;

IC 23-20-1-22Victim's contribution to monetary injury; consideration in amount of assistance; basis for denial

Sec. 22. (a) In determining the amount of restitution assistance to award under this chapter, the division shall determine whether a victim contributed to the infliction of the victim's monetary injury.

(b) If the division finds that the victim contributed to the infliction of the victim's monetary injury, the division may deny an award of restitution assistance.

IC 23-20-1-23Limitations on award

Sec. 23. An award under this chapter may not exceed the lesser of the following:

IC 23-20-1-24Award not subject to execution, attachment, or garnishment

Sec. 24. An award made by the division under this chapter is not subject to execution, attachment, garnishment, or other process.

IC 23-20-1-25Securities restitution fund; establishment; funding sources

(1) amounts from funds received for deposit in the securities division enforcement account as provided in IC 23-19-6-1(h);

(2) two percent (2%) of funds received from other fees and revenues from the administration of IC 23-19 that would otherwise be deposited in the state general fund as provided in IC 23-19-6-1(o); and

IC 23-20-1-26Securities restitution fund; purposes

Sec. 26. The money in the fund may be expended subject to appropriation by the general assembly for purposes of:

As added by P.L.114-2010, SEC.12. Amended by P.L.85-2012, SEC.7; P.L.213-2025, SEC.297.

IC 23-20-1-27Repealed

IC 23-20-1-27.5Securities restitution fund; reverted funds

Sec. 27.5. If the balance of the fund at the end of a particular state fiscal year exceeds two million dollars ($2,000,000), the amount that exceeds two million dollars ($2,000,000) reverts to the state general fund.

IC 23-20-1-28Securities restitution fund; threshold; suspension of payment of claims; proration of claims after suspension period

Sec. 28. (a) If the fund would be reduced below two hundred fifty thousand dollars ($250,000) by payment in full of all awards that become final in a month, the division shall suspend payment of the claims that become final during the month and the following two (2) months.

(b) At the end of the suspension period, the division shall pay the suspended claims. If the fund would be exhausted by payment in full of the suspended claims, the amount paid to each claimant shall be prorated.

IC 23-20-1-29State's liability for award; limited to availability of money in fund

Sec. 29. The state is not liable for a written determination made by the division under this chapter except to the extent that money is available in the fund on the date the award is computed by the division under this chapter.

IC 23-20-1-30Claimant convicted of forgery, fraud, or deception; forfeiture of award; civil action by division to recover funds

Sec. 30. (a) A claimant convicted of forgery, fraud, or deception in connection with a claim under this chapter forfeits an award paid to the claimant under this chapter.

(b) The division may file a civil action to recover funds against a claimant described in subsection (a).

IC 23-20-1-31False or misleading statements; Level 5 felony

Sec. 31. A person commits a Level 5 felony if the person knowingly makes or causes to be made:

(1) in any document filed with or sent to the securities commissioner or the division; or

under this chapter any statement that is, at the time and in the light of the circumstances under which it is made, false or misleading in any material respect.

IC 23-20-1-32Division's authority to adopt rules

Sec. 32. The division may adopt rules under IC 4-22-2 to implement this chapter.