IC 23TITLE 23. BUSINESS AND OTHER ASSOCIATIONS
           Art. 0.5.UNIFORM BUSINESS ORGANIZATIONS CODE
           Art. 0.6.UNIFORM BUSINESS ORGANIZATION TRANSACTIONS ACT
           Art. 1.INDIANA BUSINESS CORPORATION LAW
           Art. 1.3.BENEFIT CORPORATIONS
           Art. 1.5.PROFESSIONAL CORPORATIONS
           Art. 2.SECURITIES AND FRANCHISES
           Art. 3.REPEALED
           Art. 4.PARTNERSHIPS
           Art. 5.OTHER BUSINESS ASSOCIATIONS
           Art. 6.PUBLIC CORPORATIONS AND ASSOCIATIONS
           Art. 7.GENERAL CIVIL OR CHARITABLE CORPORATIONS
           Art. 8.REPEALED
           Art. 9.REPEALED
           Art. 10.FRATERNAL AND OTHER SIMILAR ASSOCIATIONS
           Art. 11.REPEALED
           Art. 12.REPEALED
           Art. 13.EDUCATIONAL INSTITUTIONS
           Art. 14.CEMETERY ASSOCIATIONS
           Art. 15.MISCELLANEOUS PROVISIONS
           Art. 16.LIMITED PARTNERSHIPS
           Art. 17.NONPROFIT CORPORATIONS
           Art. 18.LIMITED LIABILITY COMPANIES
           Art. 18.1.SERIES LIMITED LIABILITY COMPANIES
           Art. 19.INDIANA UNIFORM SECURITIES ACT
           Art. 20.VICTIMS OF SECURITIES VIOLATIONS

 

IC 23-0.5ARTICLE 0.5. UNIFORM BUSINESS ORGANIZATIONS CODE

Effective 1-1-2018.

           Ch. 1.General Provisions
           Ch. 1.5.Definitions
           Ch. 2.Filing
           Ch. 3.Name of Entity
           Ch. 4.Registered Agent of Entity
           Ch. 5.Foreign Entities
           Ch. 6.Administrative Dissolution
           Ch. 7.Issuance of Interrogatories and Investigative Claims
           Ch. 8.Miscellaneous Provisions
           Ch. 9.Fees

 

IC 23-0.5-1Chapter 1. General Provisions
           23-0.5-1-1Short title
           23-0.5-1-2Application
           23-0.5-1-3Application; exceptions
           23-0.5-1-4Delivery of record
           23-0.5-1-5Rules and procedures
           23-0.5-1-6Terms dependent on facts ascertainable outside the plan or filed document; articles of amendment

Effective 1-1-2018.

 

IC 23-0.5-1-1Short title

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1-2Application

Effective 1-1-2018.

     Sec. 2. This article applies to an entity formed under or subject to IC 23-1, IC 23-1.3, IC 23-1.5, IC 23-4-1, IC 23-16, IC 23-17, IC 23-18, or IC 23-18.1.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1-3Application; exceptions

Effective 1-1-2018.

     Sec. 3. This article does not apply to:

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

(2) a business trust formed under IC 23-5-1, except for purposes of IC 23-0.5-4;

(3) an insurance company formed under IC 27-1-6; or

(4) a credit union formed under IC 28-7-1.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1-4Delivery of record

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1-5Rules and procedures

Effective 1-1-2018.

     Sec. 5. The secretary of state may:

(1) adopt rules under IC 4-22-2 to administer this article; and

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     Sec. 6. (a) If a:

(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.

     (b) The facts described in subsection (a) may include any of the following:

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

(A) Statistical or market indices.

(B) Market prices of any security or group of securities.

(C) Interest rates.

(D) Currency exchange rates.

(E) Similar economic or financial data.

(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.

     (c) The following provisions of a filed document may not be made dependent on facts outside the filed document:

(1) The name and address of any person required in a filed document.

(2) The registered office of any entity required in a filed document.

(3) The registered agent of any entity required in a filed document.

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

(5) The effective date of a filed document.

(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.

     (e) Articles of amendment filed under subsection (d):

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

(2) may be filed by the entity without further action by the governing person.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5Chapter 1.5. Definitions
           23-0.5-1.5-1Application of definitions
           23-0.5-1.5-2"Biennial report"
           23-0.5-1.5-3"Business corporation"
           23-0.5-1.5-4"Commercial registered agent"
           23-0.5-1.5-5"Domestic"
           23-0.5-1.5-6"Economic interest"
           23-0.5-1.5-7"Effective date"
           23-0.5-1.5-8"Entity"
           23-0.5-1.5-9"Entity filing"
           23-0.5-1.5-10"Filed record"
           23-0.5-1.5-11"Filing entity"
           23-0.5-1.5-12"Foreign"
           23-0.5-1.5-13"General partnership"
           23-0.5-1.5-14"Governance interest"
           23-0.5-1.5-15"Governing person"
           23-0.5-1.5-16"Interest"
           23-0.5-1.5-17"Interest holder"
           23-0.5-1.5-18"Jurisdiction"
           23-0.5-1.5-19"Jurisdiction of formation"
           23-0.5-1.5-20"Limited liability company"
           23-0.5-1.5-21"Limited liability partnership"
           23-0.5-1.5-22"Limited partnership"
           23-0.5-1.5-23"Noncommercial registered agent"
           23-0.5-1.5-24"Nonprofit corporation"
           23-0.5-1.5-25"Nonregistered foreign entity"
           23-0.5-1.5-26"Organic law"
           23-0.5-1.5-27"Organic rules"
           23-0.5-1.5-28"Person"
           23-0.5-1.5-29"Principal office"
           23-0.5-1.5-30"Private organic rules"
           23-0.5-1.5-31"Proceeding"
           23-0.5-1.5-32"Property"
           23-0.5-1.5-33"Public organic record"
           23-0.5-1.5-34"Receipt"
           23-0.5-1.5-35"Record"
           23-0.5-1.5-36"Registered agent"
           23-0.5-1.5-37"Registered agent filing"
           23-0.5-1.5-38"Registered foreign entity"
           23-0.5-1.5-39"Regulated entity"
           23-0.5-1.5-40"Represented entity"
           23-0.5-1.5-41"Sign"
           23-0.5-1.5-42"State"
           23-0.5-1.5-43"Transfer"
           23-0.5-1.5-44"Written"

Effective 1-1-2018.

 

IC 23-0.5-1.5-1Application of definitions

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     Sec. 2. "Biennial report" means the report required by IC 23-0.5-2-13.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-5"Domestic"

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-8"Entity"

Effective 1-1-2018.

     Sec. 8. (a) "Entity" means:

(1) a business corporation;

(2) a nonprofit corporation;

(3) a general partnership, including a limited liability partnership;

(4) a limited partnership; or

(5) a limited liability company.

     (b) The term does not include:

(1) an individual;

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

(3) an association or relationship that:

(A) is not listed in subsection (a); and

(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;

(4) a decedent's estate;

(5) a government or a governmental subdivision, agency, or

instrumentality; or

(6) any other person that has:

(A) a legal existence separate from any interest holder of that person; or

(B) the power to acquire an interest in real property in its own name.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-12"Foreign"

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     Sec. 15. "Governing person" means:

(1) a director of a business corporation;

(2) a director or trustee of a nonprofit corporation;

(3) a general partner of a general partnership;

(4) a general partner of a limited partnership;

(5) a manager of a manager-managed limited liability company;

(6) a member of a member-managed limited liability company; or

(7) any other person 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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-16"Interest"

Effective 1-1-2018.

     Sec. 16. "Interest" means:

(1) a share in a business corporation;

(2) a membership in a nonprofit corporation; or

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     Sec. 17. "Interest holder" means:

(1) a shareholder of a business corporation;

(2) a member of a nonprofit corporation;

(3) a general partner of a general partnership;

(4) a general partner of a limited partnership;

(5) a limited partner of a limited partnership;

(6) a member of a limited liability company; or

(7) any other direct holder of an interest.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-18"Jurisdiction"

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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).

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-28"Person"

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) the bylaws of a business corporation;

(2) the bylaws of a nonprofit corporation;

(3) the partnership agreement of a general partnership;

(4) the partnership agreement of a limited partnership; and

(5) the operating agreement of a limited liability company.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-31"Proceeding"

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-32"Property"

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     Sec. 33. "Public organic record" means:

(1) the articles of incorporation of a business corporation;

(2) the articles of incorporation of a nonprofit corporation;

(3) the certificate of limited partnership of a limited partnership;

(4) the certificate of registration of a limited liability partnership; and

(5) the articles of organization of a limited liability company;

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-34"Receipt"

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-35"Record"

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     Sec. 37. "Registered agent filing" means:

(1) the public organic record of a domestic filing entity;

(2) a registration statement filed under IC 23-0.5-5-3; or

(3) a designation of agent.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     Sec. 40. "Represented entity" means:

(1) a domestic filing entity; or

(2) a registered foreign entity.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-41"Sign"

Effective 1-1-2018.

     Sec. 41. "Sign" means, with present intent to authenticate or adopt a record:

(1) to execute or adopt a tangible symbol; or

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-42"State"

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-43"Transfer"

Effective 1-1-2018.

     Sec. 43. "Transfer" includes:

(1) an assignment;

(2) a conveyance;

(3) a sale;

(4) a lease;

(5) an encumbrance, including a mortgage or security interest;

(6) a gift; and

(7) a transfer by operation of law.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-1.5-44"Written"

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-2Chapter 2. Filing
           23-0.5-2-1Requirements; filing fee
           23-0.5-2-2Forms
           23-0.5-2-3Effective date and time of filing
           23-0.5-2-4Withdrawal of filed record; requirements
           23-0.5-2-5Correcting the record; effective date
           23-0.5-2-6Filing of documents by secretary of state; refusal to file; appeal
           23-0.5-2-7Certification of filed record
           23-0.5-2-8Certificate of existence or fact; contents
           23-0.5-2-9Intentional signing of false document; sanctions
           23-0.5-2-10Failure to sign or deliver record; appeal
           23-0.5-2-11Liability; recovery of damages
           23-0.5-2-12Delivery of records
           23-0.5-2-13Biennial report; contents; delivery; statement of change

Effective 1-1-2018.

 

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

Effective 1-1-2018.

     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:

(1) The entity filing must be required or permitted by this article.

(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.

(6) The entity filing may contain other information as well.

     (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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-2-2Forms

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

     (b) A statement of withdrawal must:

(1) identify the record to be withdrawn;

(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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) the record at the time of filing was inaccurate;

(2) the record was defectively signed; or

(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.

     (c) Articles of correction:

(1) may not state a delayed effective date;

(2) must be signed by the person correcting the filed record;

(3) must identify the filed record to be corrected;

(4) must specify the inaccuracy or defect to be corrected; and

(5) must correct the inaccuracy or defect.

     (d) The articles of correction are effective as of the effective date of the filed record corrected by the articles of correction except as to persons relying on the uncorrected filed record and adversely affected by the correction. As to those persons, the articles of correction are effective when filed.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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

(2) provide a brief explanation in a record of the reason for the refusal.

     (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 summary proceeding.

     (e) The secretary of state's filing or refusing to file a document does not:

(1) affect the validity or invalidity of the document in whole or in part;

(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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-2-8Certificate of existence or fact; contents

Effective 1-1-2018.

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

     (b) A certificate issued under subsection (a) must state:

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

(2) in the case of a domestic filing entity:

(A) that its public organic record has been filed and has taken effect;

(B) the date the public organic record became effective; and

(C) that the records of the secretary of state do not reflect that the entity has been dissolved;

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

(4) that all fees, taxes, interest, and penalties owed to Indiana by the domestic or foreign entity and collected by the secretary of state have been paid, if:

(A) payment is reflected in the records of the secretary of state; and

(B) nonpayment would affect the existence or registration of the domestic or foreign entity;

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

(6) that a proceeding is not pending under IC 23-0.5-5-11 or IC 23-0.5-6-2.

     (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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

     (d) A signature on a filing may be a facsimile.

     (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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) the person to sign the record;

(2) the person to deliver the record to the secretary of state for filing; or

(3) the secretary of state to file the record unsigned.

     (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.

     (c) A record filed under subsection (a)(3) is effective without being signed.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-2-12Delivery of records

Effective 1-1-2018.

     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:

(1) in person to the person that submitted it for filing;

(2) to the address of the person's registered agent;

(3) to the principal office address of the person; or

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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;

(2) the name and street address of the entity's registered agent in Indiana;

(3) the street address of the entity's principal office;

(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 the name or address of a registered agent 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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-3Chapter 3. Name of Entity
           23-0.5-3-1Permitted names
           23-0.5-3-2Required words or phrases
           23-0.5-3-3Reservation of exclusive use of name
           23-0.5-3-4Filing of certificate of assumed name; fees; notice of discontinuance of use; violation
           23-0.5-3-5Use of the word "bank"; notice of violation; administrative dissolution proceedings; appeals; other penalties

Effective 1-1-2018.

 

IC 23-0.5-3-1Permitted names

Effective 1-1-2018.

     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:

(1) name of an existing domestic filing entity;

(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

(6) assumed name registered under section 4(e) of this chapter.

     (b) If an entity consents in a record to the use of its name by another entity and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable on the records of the secretary of state from any name in any category of names in subsection (a), the name of the consenting entity may be used by the entity to which the consent was given.

     (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.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited liability partnership", "LLP", "L.L.P.", "limited liability company", "LLC", or "L.L.C.", may not be taken into account.

     (d) An entity may consent in a record to the use of a name that is not distinguishable on the records of the secretary of state from its name except for the addition of a word, phrase, or abbreviation indicating the type of entity as provided in subsection (c). In such a case, the entity need not change its name under subsection (b). However, consent is not needed in the following cases in which an entity's name is no longer distinct 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 section 3 of this chapter.

(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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     Sec. 2. (a) The name of a business 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:

(1) has merged with the other filing entity that was already using 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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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. 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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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

(2) filed the certificate:

(A) with the secretary of state; and

(B) in the recorder's office.

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.

     (i) This section does not apply to:

(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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-3-5Use of the word "bank"; notice of violation; administrative dissolution proceedings; appeals; other penalties

Effective 1-1-2018.

     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" in the filing entity's name, the filing must be forwarded to the department of financial institutions for review of the use of the term "bank".

     (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 serve the filing entity with 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.

     (g) If a filing entity that receives a notice under subsection (f) does not:

(1) correct the grounds for dissolution; or

(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 service of the notice is perfected, 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 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 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:

(1) where the filing entity's principal office is located; or

(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.

     (j) The court may do the following:

(1) Order the secretary of state to reinstate the dissolved filing entity.

(2) Take other action the court considers appropriate.

     (k) The court's final decision may be appealed as in other civil proceedings.

     (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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-4Chapter 4. Registered Agent of Entity
           23-0.5-4-1Entities required to designate and maintain a registered agent
           23-0.5-4-2Street address
           23-0.5-4-3Designation of registered agent; required filings
           23-0.5-4-4Listing statement; contents; delivery to secretary of state
           23-0.5-4-5Termination of listing as a commercial registered agent
           23-0.5-4-6Change of information
           23-0.5-4-7Noncommercial registered agent; statement of change
           23-0.5-4-8Commercial registered agent; statement of change; cancellation by secretary of state
           23-0.5-4-9Resignation of registered agent
           23-0.5-4-10Service of process, notice, or demand on entity
           23-0.5-4-11Duties
           23-0.5-4-12Jurisdiction

Effective 1-1-2018.

 

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

Effective 1-1-2018.

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

(1) A domestic filing entity.

(2) A registered foreign entity.

(3) An agricultural cooperative formed under IC 15-12.

(4) A business trust formed under IC 23-5-1.

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

(1) registered office; and

(2) registered agent.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-4-2Street address

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

     (b) A registered agent filing must be signed by the represented entity and state:

(1) the name of the entity's commercial registered agent;

(2) if the entity does not have a commercial registered agent, the name or title or position with the entity and the address of the entity's noncommercial registered agent; or

(3) 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.

     (c) A registered agent filing must state:

(1) the registered agent's consent; or

(2) a representation that the registered agent has consented.

     (d) 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

(2) authorized to receive communications from the registered agent.

The individual is considered to be the communications contact for the entity.

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

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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

(2) delete the name and address of the former agent.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) the name of the agent as listed under section 4 of this chapter; and

(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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-4-6Change of information

Effective 1-1-2018.

     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:

(1) the name of the entity; and

(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:

(1) a statement of change under this section; or

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

     (c) A statement of change under this section designating a new registered agent must state:

(1) the registered agent's consent; or

(2) a representation that the registered agent has consented.

     (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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) the name of the entity;

(2) the name and address of the agent in effect with respect to the entity;

(3) if the name of the agent has changed, the new name; and

(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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) the name of the agent as listed under section 4(a) of this chapter;

(2) if the name of the agent has changed, the new name;

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

(4) if the agent is an entity:

(A) if the type of entity of the agent has changed, the new type of entity; 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 serve 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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) the name of the entity;

(2) the name of the agent;

(3) that the agent resigns from serving as registered agent for the entity; and

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

     (b) A statement of resignation takes effect on the earlier of:

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

(2) the designation of a new registered agent for the represented entity.

     (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 whether or not the entity is in good standing.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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;

(2) the date shown on the return receipt, if signed by the entity; or

(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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-4-11Duties

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-4-12Jurisdiction

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-5Chapter 5. Foreign Entities
           23-0.5-5-1Law governing; registration
           23-0.5-5-2Foreign filing entity registration to do business in Indiana
           23-0.5-5-3Requirement for registering to do business in Indiana
           23-0.5-5-4Amended foreign registration statement
           23-0.5-5-5Activities not constituting doing business in Indiana
           23-0.5-5-6Naming requirements for a foreign filing entity registering to do business in Indiana
           23-0.5-5-7Withdrawal of registration
           23-0.5-5-8Conversion to domestic filing entity
           23-0.5-5-9Dissolution; statement of withdrawal; service of process
           23-0.5-5-10Merger; notice
           23-0.5-5-11Termination of registration; grounds; notice of termination; service of process
           23-0.5-5-12Application for reinstatement; effective date
           23-0.5-5-13Denial of application for reinstatement; written notice; appeal
           23-0.5-5-14Action by attorney general

Effective 1-1-2018.

 

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

Effective 1-1-2018.

     Sec. 1. (a) The law of the jurisdiction of formation of an entity governs:

(1) the internal affairs of the entity;

(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

(3) the liability of a series of a limited liability company.

     (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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-5-2Foreign filing entity registration to do business in Indiana

Effective 1-1-2018.

     Sec. 2. (a) A foreign filing 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 filing 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 filing entity to register to do business in Indiana does not impair the validity of a contract or act of the foreign filing 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 filing entity is not waived solely because the foreign filing 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 filing 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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-5-3Requirement for registering to do business in Indiana

Effective 1-1-2018.

     Sec. 3. To register to do business in Indiana, a foreign filing 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 filing 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;

(2) the type of entity;

(3) the entity's jurisdiction of formation;

(4) the street address of the entity's principal office;

(5) the information required by IC 23-0.5-4-3(b);

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

(7) 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;

(8) 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

(9) 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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) the name of the entity;

(2) the entity's jurisdiction of formation;

(3) an address required by section 3(4) of this chapter; or

(4) the information required by IC 23-0.5-4-3(b).

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     Sec. 5. (a) Activities of a foreign filing 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;

(3) maintaining accounts in financial institutions;

(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;

(5) selling through independent contractors;

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

(7) creating or acquiring indebtedness, mortgages, or security interests in 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;

(10) owning, without more, property;

(11) doing business in interstate commerce; and

(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 filing entity to service of process, taxation, or regulation under law of Indiana other than this article.

     (d) The list of activities in subsection (a) is not exhaustive and recodifies, not repeals, those activities previously listed in IC 23-1-49-1, IC 23-16-10-2, IC 23-17-26-1, and IC 23-18-11-2.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-5-6Naming requirements for a foreign filing entity registering to do business in Indiana

Effective 1-1-2018.

     Sec. 6. (a) A foreign filing 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:

(1) the alternate name; or

(2) a name the entity is authorized to use under IC 23-0.5-3-4.

     (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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-5-7Withdrawal of registration

Effective 1-1-2018.

     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:

(1) the name of the entity and its jurisdiction of formation;

(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 on its behalf in Indiana;

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

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

     (b) 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.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) in the case of a foreign entity that has completed winding up:

(A) its name and jurisdiction of formation; and

(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 or electronic mail address to which service of process may be made under subsection (b).

     (b) 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 filing 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.

 

IC 23-0.5-5-10Merger; notice

Effective 1-1-2018.

     Sec. 10. (a) If a registered foreign entity merges into a 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:

(1) the name of the registered foreign entity before the merger or conversion;

(2) the type of entity it was before the merger or conversion;

(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:

(A) The street address of the principal office of the entity.

(B) The information required under IC 23-0.5-4-3(b).

     (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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-5-11Termination of registration; grounds; notice of termination; service of process

Effective 1-1-2018.

     Sec. 11. (a) The secretary of state may terminate the registration of a registered foreign entity 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;

(3) the entity does not have a registered agent as required by IC 23-0.5-4-1;

(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 termination of a registration, the secretary of state shall serve the foreign corporation with written notice of the determination, unless the secretary of state:

(1) receives a receipt showing failure 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.

     (c) The notice under subsection (b) must state:

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

(2) the grounds for termination under subsection (a).

     (d) The authority of a registered foreign entity to do business in Indiana ceases on the effective date of the notice of termination under subsection (b), unless before that date the entity cures each ground for termination 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 termination 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 secretary of 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 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) Termination 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.

 

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

Effective 1-1-2018.

     Sec. 12. (a) An entity that has had its registration terminated under section 11(b) of this chapter may apply to the secretary of state for reinstatement. The application for reinstatement must include all the following:

(1) The name of the entity.

(2) The effective date of the termination of the entity's registration.

(3) A statement that the ground or grounds for termination 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:

(1) cancel the certificate of termination of the entity's registration;

(2) prepare a certificate of reinstatement that states:

(A) that the termination of the entity's registration has been canceled; and

(B) the date that the reinstatement is effective;

(3) file the original certificate of reinstatement; and

(4) serve a copy of the certificate of reinstatement on the entity.

     (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 termination of the entity's registration and the entity resumes carrying on its business as if the termination of the entity's registration had never occurred.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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 certificate of revocation 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 certificate of revocation.

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

(3) The secretary of state's notice of denial described in subsection (a).

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

     (d) The court's final decision may be appealed as in other civil proceedings.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-5-14Action by attorney general

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-6Chapter 6. Administrative Dissolution
           23-0.5-6-1Grounds
           23-0.5-6-2Procedure for dissolution; winding up affairs; authority of registered agent
           23-0.5-6-3Reinstatement; effect
           23-0.5-6-4Denial of application for reinstatement; notice; appeal

Effective 1-1-2018.

 

IC 23-0.5-6-1Grounds

Effective 1-1-2018.

     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;

(3) have a registered agent in this state for sixty (60) consecutive days; or

(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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-6-2Procedure for dissolution; winding up affairs; authority of registered agent

Effective 1-1-2018.

     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, the secretary of state shall serve the entity with written notice of the determination unless the secretary of state:

(1) receives a receipt showing failure 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 service of the notice required by 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 statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the entity under IC 23-0.5-4-10.

     (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 as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under section 3 of this chapter.

     (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.

 

IC 23-0.5-6-3Reinstatement; effect

Effective 1-1-2018.

     Sec. 3. (a) A domestic filing entity that is dissolved administratively under section 2 of this chapter may apply to the secretary of state for reinstatement not later than two (2) 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;

(3) the effective date of the entity's administrative dissolution;

(4) that the grounds for dissolution did not exist or have been cured; and

(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 statement of administrative dissolution and prepare a statement of reinstatement that states the secretary of state's determination and the effective date of reinstatement;

(2) file the statement of reinstatement; and

(3) serve a copy on the entity.

     (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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-6-4Denial of application for reinstatement; notice; appeal

Effective 1-1-2018.

     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:

(1) The secretary of state's certificate of dissolution.

(2) The filing entity's application for reinstatement.

(3) The secretary of state's notice of denial.

     (d) The court may do the following:

(1) Order the secretary of state to reinstate the entity.

(2) Take other action the court considers appropriate.

     (e) The court's final decision may be appealed as in other civil proceedings.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-7Chapter 7. Issuance of Interrogatories and Investigative Claims
           23-0.5-7-1Written interrogatories
           23-0.5-7-2Requests to answer interrogatories
           23-0.5-7-3Certification to attorney general
           23-0.5-7-4Failure to respond
           23-0.5-7-5Administrative rules
           23-0.5-7-6Disclosure of information

Effective 1-1-2018.

 

IC 23-0.5-7-1Written interrogatories

Effective 1-1-2018.

     Sec. 1. The secretary of state may propound to any:

(1) domestic or foreign entity 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

(2) any governing person of the entity described in subdivision (1);

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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) full and complete; and

(2) made in writing and under oath.

     (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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-7-4Failure to respond

Effective 1-1-2018.

     Sec. 4. The secretary of state may:

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

(2) administratively dissolve or terminate the registration;

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-7-5Administrative rules

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-7-6Disclosure of information

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-8Chapter 8. Miscellaneous Provisions
           23-0.5-8-1Facsimile signatures on corporate bonds and notes
           23-0.5-8-2Right to make charitable contributions
           23-0.5-8-3File or transfer case to business or commercial court or docket

Effective 1-1-2018.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9Chapter 9. Fees
           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
           23-0.5-9-6Annual benefit report; benefit 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
           23-0.5-9-13Certificate of cancellation; 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
           23-0.5-9-25Articles of designation
           23-0.5-9-26Foreign registration statement
           23-0.5-9-27Amendment to foreign registration statement
           23-0.5-9-28Statement of withdrawal
           23-0.5-9-29Foreign registration statement; foreign master limited liability company
           23-0.5-9-30Commercial registered agent listing statement
           23-0.5-9-31Commercial registered agent termination statement
           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
           23-0.5-9-34Biennial report
           23-0.5-9-35Articles of correction
           23-0.5-9-36Electronic application for reserved name
           23-0.5-9-37Electronic application for renewal of reserved name
           23-0.5-9-38Electronic notice of transfer of reserved name
           23-0.5-9-39No fee for filing cancellation of reserved name
           23-0.5-9-40Application for assumed business name
           23-0.5-9-41Cancellation of assumed business name
           23-0.5-9-42Application for reinstatement following administrative dissolution or termination
           23-0.5-9-43Application for certificate of existence
           23-0.5-9-44Preclearance of filing
           23-0.5-9-45Articles of merger
           23-0.5-9-46Articles of abandonment of merger
           23-0.5-9-47Articles of interest exchange
           23-0.5-9-48Articles of abandonment of interest exchange
           23-0.5-9-49Articles of conversion
           23-0.5-9-50Articles of abandonment of conversion
           23-0.5-9-51Articles of domestication
           23-0.5-9-52Articles of abandonment of domestication
           23-0.5-9-53Notice of merger or conversion
           23-0.5-9-54Other filings permitted; requests for other facts of record
           23-0.5-9-55Copying and certifying copy of filed record
           23-0.5-9-56Service of process on secretary of state
           23-0.5-9-57Electronic filing
           23-0.5-9-58Forms of payment
           23-0.5-9-59Filing fees are not refundable upon withdrawal or correction of a filed record

Effective 1-1-2018.

 

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

Effective 1-1-2018.

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

(1) Seventy-five dollars ($75) for an electronic filing.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Ten dollars ($10) for an electronic filing.

(2) Fifteen dollars ($15) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Seventy-five dollars ($75) for an electronic filing.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Seventy-five dollars ($75) for an electronic filing.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Seventy-five dollars ($75) for an electronic filing.

(2) Ninety dollars ($90) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Fifty dollars ($50) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Seventy-five dollars ($75) for an electronic filing.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Two hundred twenty-five dollars ($225) for an electronic filing.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-25Articles of designation

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-26Foreign registration statement

Effective 1-1-2018.

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

(1) Seventy-five dollars ($75) for a for-profit entity.

(2) Twenty dollars ($20) for a nonprofit corporation.

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

(1) One hundred twenty-five dollars ($125) for a for-profit entity.

(2) Seventy-five dollars ($75) for a nonprofit corporation.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-28Statement of withdrawal

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Two hundred twenty-five dollars ($225) for an electronic filing.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-34Biennial report

Effective 1-1-2018.

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

(1) Twenty dollars ($20), in the case of a for-profit entity.

(2) Ten dollars ($10), in the case of a nonprofit corporation.

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

(1) Fifty dollars ($50), in the case of a for-profit entity.

(2) Twenty dollars ($20), in the case of a nonprofit corporation.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-35Articles of correction

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     Sec. 39. There is no filing fee for filing a cancellation of reserved name.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-41Cancellation of assumed business name

Effective 1-1-2018.

     Sec. 41. (a) The secretary of state shall collect the following fees for filing a cancellation of assumed business name electronically:

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

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

     (b) The secretary of state shall collect the following fees for filing a cancellation of 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 canceled by the filing entity.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-42Application for reinstatement following administrative dissolution or termination

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Fifteen dollars ($15) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-44Preclearance of filing

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-45Articles of merger

Effective 1-1-2018.

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

(1) Seventy-five dollars ($75), in the case of a for-profit entity.

(2) Twenty dollars ($20), in the case of a nonprofit corporation.

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

(1) Ninety dollars ($90), in the case of a for-profit entity.

(2) Thirty dollars ($30), in the case of a nonprofit corporation.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Seventy-five dollars ($75) for an electronic filing.

(2) Ninety dollars ($90) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-49Articles of conversion

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-51Articles of domestication

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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:

(1) Twenty dollars ($20) for an electronic filing.

(2) Thirty dollars ($30) for filing in a manner other than electronically.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

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

(1) One dollar ($1) per page for copying.

(2) Fifteen dollars ($15) for certification.

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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-57Electronic filing

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

IC 23-0.5-9-58Forms of payment

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.5.

 

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

Effective 1-1-2018.

           Ch. 1.General Provisions
           Ch. 1.5.Definitions
           Ch. 2.Merger
           Ch. 3.Interest Exchange
           Ch. 4.Conversion
           Ch. 5.Domestication
           Ch. 6.Miscellaneous Provisions

 

IC 23-0.6-1Chapter 1. General Provisions
           23-0.6-1-1Short title
           23-0.6-1-2Application of law; limitations; relation to other laws
           23-0.6-1-3Notice required
           23-0.6-1-4Status of filings
           23-0.6-1-5Nonexclusivity
           23-0.6-1-6Reference to external facts
           23-0.6-1-7Approval of transaction
           23-0.6-1-8Appraisal rights

Effective 1-1-2018.

 

IC 23-0.6-1-1Short title

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1-3Notice required

Effective 1-1-2018.

     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 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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1-4Status of filings

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1-5Nonexclusivity

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     Sec. 6. (a) If a:

(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.

     (b) The facts described under subsection (a) may include any of the following:

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

(A) Statistical or market indices.

(B) Market prices of any security or group of securities.

(C) Interest rates.

(D) Currency exchange rates.

(E) Similar economic or financial data.

(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.

     (c) The following provisions of a plan may not be made dependent on facts outside the plan:

(1) The name and address of any person required in a filed document.

(2) The registered office of any entity required in a filed document.

(3) The registered agent of any entity required in a filed document.

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

(5) The effective date of a filed document.

(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.

     (e) Articles of amendment filed under subsection (d):

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

(2) may be filed by the entity without further action by the governing person.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1-7Approval of transaction

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1-8Appraisal rights

Effective 1-1-2018.

     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

(2) the organic rules provide such a limit.

     (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:

(1) in the entity's organic rules;

(2) in the plan; or

(3) in the case of a business corporation, by action of its governing persons.

     (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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1.5Chapter 1.5. Definitions
           23-0.6-1.5-1Application of definitions
           23-0.6-1.5-2"Acquired entity"
           23-0.6-1.5-3"Acquiring entity"
           23-0.6-1.5-4"Approve"
           23-0.6-1.5-5"Articles of conversion"
           23-0.6-1.5-6"Articles of domestication"
           23-0.6-1.5-7"Articles of interest exchange"
           23-0.6-1.5-8"Articles of merger"
           23-0.6-1.5-9"Conversion"
           23-0.6-1.5-10"Converted entity"
           23-0.6-1.5-11"Converting entity"
           23-0.6-1.5-12"Domesticated entity"
           23-0.6-1.5-13"Domesticating entity"
           23-0.6-1.5-14"Domestication"
           23-0.6-1.5-15"Interest exchange"
           23-0.6-1.5-16"Interest holder liability"
           23-0.6-1.5-17"Merger"
           23-0.6-1.5-18"Merging entity"
           23-0.6-1.5-19"Organic law"
           23-0.6-1.5-20"Plan"
           23-0.6-1.5-21"Plan of conversion"
           23-0.6-1.5-22"Plan of domestication"
           23-0.6-1.5-23"Plan of interest exchange"
           23-0.6-1.5-24"Plan of merger"
           23-0.6-1.5-25"Surviving entity"

Effective 1-1-2018.

 

IC 23-0.6-1.5-1Application of definitions

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1.5-4"Approve"

Effective 1-1-2018.

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

(1) propose a transaction subject to this article;

(2) adopt and approve the terms and conditions of the transaction; and

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

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     Sec. 8. "Articles of merger" refers to the filing required by IC 23-0.6-2-5.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1.5-9"Conversion"

Effective 1-1-2018.

     Sec. 9. "Conversion" means a transaction authorized by IC 23-0.6-4.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1.5-14"Domestication"

Effective 1-1-2018.

     Sec. 14. "Domestication" means a transaction authorized by IC 23-0.6-5.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     Sec. 15. "Interest exchange" means a transaction authorized by IC 23-0.6-3.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     Sec. 16. "Interest holder liability" means:

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

(A) solely by reason of the status of the person as an interest holder; or

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1.5-17"Merger"

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     Sec. 19. "Organic law" refers to the following:

(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 23-17-9 for a domestic nonprofit corporation engaged in a transaction under this article.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-1.5-20"Plan"

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     Sec. 21. "Plan of conversion" means a plan under IC 23-0.6-4-2.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     Sec. 22. "Plan of domestication" means a plan under IC 23-0.6-5-2.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     Sec. 23. "Plan of interest exchange" means a plan under IC 23-0.6-3-2.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     Sec. 24. "Plan of merger" means a plan under IC 23-0.6-2-2.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

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

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-2Chapter 2. Merger
           23-0.6-2-1Right to merge
           23-0.6-2-2Plan of merger; contents
           23-0.6-2-3Approval of plan or merger
           23-0.6-2-4Amendment or abandonment of plan of merger
           23-0.6-2-5Filing articles of merger; contents; surviving entity
           23-0.6-2-6Effect of merger

Effective 1-1-2018.

 

IC 23-0.6-2-1Right to merge

Effective 1-1-2018.

     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

(2) two (2) or more foreign entities may merge into a domestic entity.

     (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.

     (c) A merger between or among domestic or foreign business corporations is governed by IC 23-1-40 and not this chapter.

     (d) A merger involving domestic or foreign nonprofit corporations is governed by IC 23-17-9 and not this chapter.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     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;

(3) any proposed amendments to the surviving entity's:

(A) public organic record, if any; and

(B) private organic rules that are, or are proposed to be, in a record;

(4) the other terms and conditions of the merger;

(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.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     Sec. 3. (a) A plan of merger is not effective unless it has been approved:

(1) by a domestic merging entity:

(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.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

     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.

     (b) A domestic merging entity may approve an amendment of a plan of merger:

(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:

(1) the name of each party to the plan of merger;

(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.

As added by P.L.118-2017, SEC.6.

 

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

Effective 1-1-2018.

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

     (b) Articles of merger must contain:

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

     (d) 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.

     (e) 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.

     (f) Articles of merger are effective on the date and time of filing or the later date and time specified in the articles of merger.

     (g) 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:

(1) the date and time provided by the organic law of the surviving entity; or

(2) when the articles of merger are effective.

     (h) 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 or acquiring 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.

 

IC 23-0.6-2-6Effect of merger

Effective 1-1-2018.

     Sec. 6. (a) When a merger under this chapter becomes effective:

(1) the surviving entity continues;

(2) each merging entity that is not the surviving entity ceases to exist;

(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;

(6) as to 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

(C) all its rights, privileges, immunities, powers, and purposes continue to be vested in it;

(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;

(8) the surviving entity's:

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-3Chapter 3. Interest Exchange
           23-0.6-3-0.3Governing law
           23-0.6-3-0.5Limitations on application
           23-0.6-3-1Authorization of interest exchange
           23-0.6-3-2Plan of interest exchange; contents
           23-0.6-3-3Approval of plan of interest exchange
           23-0.6-3-4Amendment or abandonment of plan of interest exchange
           23-0.6-3-5Articles of interest exchange; contents; filing
           23-0.6-3-6Effect of interest exchange

Effective 1-1-2018.

 

IC 23-0.6-3-0.3Governing law

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-3-0.5Limitations on application

Effective 1-1-2018.

     Sec. 0.5. This chapter does not apply to nonprofit corporations.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-3-1Authorization of interest exchange

Effective 1-1-2018.

     Sec. 1. (a) Except as otherwise provided in this section, 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 section, 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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-3-2Plan of interest exchange; contents

Effective 1-1-2018.

     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:

(1) the name and type of the acquired entity;

(2) the name, jurisdiction of organization, and type of the acquiring entity;

(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;

(5) the other terms and conditions of the interest exchange; and

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-3-3Approval of plan of interest exchange

Effective 1-1-2018.

     Sec. 3. (a) A plan of interest exchange is not effective unless it has been approved:

(1) by a domestic acquired entity:

(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).

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-3-4Amendment or abandonment of plan of interest exchange

Effective 1-1-2018.

     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:

(1) as provided in the plan; or

(2) unless prohibited by the plan, in the same manner as the plan was approved.

     (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:

(1) the name of the acquired entity;

(2) the date on which the articles of interest exchange were filed; and

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

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-3-5Articles of interest exchange; contents; filing

Effective 1-1-2018.

     Sec. 5. (a) Articles of interest exchange must be signed on behalf of a domestic acquired entity and filed with the secretary of state.

     (b) Articles of interest exchange must contain:

(1) the name and type of the acquired entity;

(2) the name, jurisdiction of organization, and type of the acquiring entity;

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-3-6Effect of interest exchange

Effective 1-1-2018.

     Sec. 6. (a) When an interest exchange becomes effective:

(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:

(A) its interest holders; and

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-4Chapter 4. Conversion
           23-0.6-4-1Authorization of conversion; limitations on use
           23-0.6-4-2Plan of conversion; contents
           23-0.6-4-3Approval of plan of conversion
           23-0.6-4-4Amendment or abandonment of plan of conversion
           23-0.6-4-5Articles of conversion; contents; filing; effective date
           23-0.6-4-6Effect of conversion; liability

Effective 1-1-2018.

 

IC 23-0.6-4-1Authorization of conversion; limitations on use

Effective 1-1-2018.

     Sec. 1. (a) Except as otherwise provided in this section, by complying with this article or other law, a domestic entity may become:

(1) a domestic entity of a different type; or

(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.

     (c) This chapter may not be used to effect a transaction that:

(1) converts an insurance company organized on the mutual principle to a company organized on a stock share basis;

(2) converts a nonprofit corporation to a corporation or other entity; or

(3) converts a business corporation or other entity to a nonprofit corporation.

     (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.

     (e) A nonprofit corporation may not engage in a conversion.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-4-2Plan of conversion; contents

Effective 1-1-2018.

     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:

(1) the name and type of the converting entity;

(2) the name, jurisdiction of organization, and type of the converted entity;

(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;

(6) the other terms and conditions of the conversion; and

(7) any other provision required by the law of this state or the organic rules of the converting entity.

     (b) A plan of conversion may contain any other provision not prohibited by law.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-4-3Approval of plan of conversion

Effective 1-1-2018.

     Sec. 3. (a) A plan of conversion is not effective unless it has been approved:

(1) by a domestic converting entity:

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-4-4Amendment or abandonment of plan of conversion

Effective 1-1-2018.

     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:

(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 any of the interest holders of the converting entity under the plan;

(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:

(1) the name of the converting entity;

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-4-5Articles of conversion; contents; filing; effective date

Effective 1-1-2018.

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

     (b) Articles of conversion must contain:

(1) the name, jurisdiction of organization, and type of the converting entity;

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

     (d) 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.

     (e) 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.

     (f) Articles of conversion are effective upon the date and time of filing or the later date and time specified in the articles of conversion.

     (g) 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:

(1) the date and time provided by the organic law of the converted entity; or

(2) when the articles of conversion are effective.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-4-6Effect of conversion; liability

Effective 1-1-2018.

     Sec. 6. (a) When a conversion becomes effective:

(1) the converted entity is:

(A) organized under and subject to the organic law of the converted entity; and

(B) the same entity without interruption as the converting entity;

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-5Chapter 5. Domestication
           23-0.6-5-1Authorization of domestication
           23-0.6-5-2Plan of domestication; contents
           23-0.6-5-3Approval of plan of domestication
           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
           23-0.6-5-6Effective date of domestication; effect; liability

Effective 1-1-2018.

 

IC 23-0.6-5-1Authorization of domestication

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-5-2Plan of domestication; contents

Effective 1-1-2018.

     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:

(1) the name and type of entity of the domesticating entity;

(2) the name and jurisdiction of formation of the domesticated entity;

(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;

(6) the other terms and conditions of the domestication; and

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-5-3Approval of plan of domestication

Effective 1-1-2018.

     Sec. 3. (a) A plan of domestication is not effective unless it has been approved:

(1) by a domestic domesticating entity:

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-5-4Amendment or abandonment of plan of domestication; articles of abandonment; contents

Effective 1-1-2018.

     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:

(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 any of the interest holders of the domesticating entity under the plan;

(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:

(1) the name of the domesticating entity;

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-5-5Articles of domestication; contents; filing; effective date

Effective 1-1-2018.

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

     (b) Articles of domestication must contain:

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

     (d) 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.

     (e) 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.

     (f) Articles of domestication are effective on the date and time of filing or the later date and time specified in the articles of domestication.

     (g) 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

(2) when the articles of domestication become effective.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-5-6Effective date of domestication; effect; liability

Effective 1-1-2018.

     Sec. 6. (a) When a domestication becomes effective:

(1) the domesticated entity is:

(A) organized under and subject to the organic law of the domesticated entity; and

(B) the same entity without interruption as the domesticating entity;

(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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-6Chapter 6. Miscellaneous Provisions
           23-0.6-6-1Application and construction
           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

Effective 1-1-2018.

 

IC 23-0.6-6-1Application and construction

Effective 1-1-2018.

     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.

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-6-2Effect on application of federal electronic signatures law

Effective 1-1-2018.

     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).

As added by P.L.118-2017, SEC.6.

 

IC 23-0.6-6-3Effect on actions or proceedings commenced or rights accrued before January 1, 2018

Effective 1-1-2018.

     Sec. 3. This article does not affect an action or proceeding commenced or a right accrued before January 1, 2018.

As added by P.L.118-2017, SEC.6.

 

IC 23-1ARTICLE 1. INDIANA BUSINESS CORPORATION LAW
           Ch. 1.Repealed
           Ch. 2.Repealed
           Ch. 3.Repealed
           Ch. 4.Repealed
           Ch. 5.Repealed
           Ch. 6.Repealed
           Ch. 7.Repealed
           Ch. 8.Repealed
           Ch. 9.Repealed
           Ch. 10.Repealed
           Ch. 11.Repealed
           Ch. 12.Repealed
           Ch. 13.Repealed
           Ch. 13.5.Repealed
           Ch. 14.Repealed
           Ch. 15.Repealed
           Ch. 16.Repealed
           Ch. 17.Construction and Application
           Ch. 17.3.Transitional Provisions
           Ch. 18.Filing Documents
           Ch. 18.Repealed
           Ch. 19.Powers of Secretary of State
           Ch. 20.General Definitions
           Ch. 21.Incorporation
           Ch. 22.Powers and Purposes
           Ch. 23.Name
           Ch. 23.Repealed
           Ch. 24.Office and Agent
           Ch. 24.Repealed
           Ch. 25.Shares Generally
           Ch. 26.Issuance of Shares
           Ch. 27.Subsequent Acquisition of Shares by Shareholders and Corporation
           Ch. 28.Distributions to Shareholders
           Ch. 29.Meetings of Shareholders
           Ch. 30.Voting by Shareholders
           Ch. 31.Voting Trusts and Agreements
           Ch. 32.Derivative Proceedings
           Ch. 33.Board of Directors Generally
           Ch. 34.Meetings and Action of Board of Directors
           Ch. 35.Standards of Conduct for Directors
           Ch. 36.Officers Generally
           Ch. 37.Indemnification of Directors, Officers, Employees, and Agents
           Ch. 38.Amendment of Articles of Incorporation
           Ch. 38.5.Domestication and Conversion
           Ch. 38.5.Repealed
           Ch. 39.Amendment of Bylaws
           Ch. 40.Merger and Share Exchange
           Ch. 41.Sale of Assets
           Ch. 42.Control Share Acquisitions
           Ch. 43.Business Combinations
           Ch. 44.Dissenters' Rights
           Ch. 45.Voluntary Dissolution
           Ch. 46.Administrative Dissolution
           Ch. 46.Repealed
           Ch. 47.Judicial Dissolution
           Ch. 48.Deposit of Assets of Dissolved Corporation
           Ch. 49.Certificate of Authority of Foreign Corporations
           Ch. 49.Repealed
           Ch. 50.Withdrawal of Foreign Corporations
           Ch. 50.Repealed
           Ch. 51.Revocation of Certificate of Authority of Foreign Corporations
           Ch. 51.Repealed
           Ch. 52.Records
           Ch. 53.Reports
           Ch. 54.Miscellaneous Provisions
           Ch. 55.Intention to Sell Sexually Explicit Materials

 

IC 23-1-1Chapter 1. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-2Chapter 2. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-3Chapter 3. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-4Chapter 4. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-5Chapter 5. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-6Chapter 6. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-7Chapter 7. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-8Chapter 8. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-9Chapter 9. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-10Chapter 10. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-11Chapter 11. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-12Chapter 12. Repealed

Repealed by P.L.149-1986, SEC.65.

 

IC 23-1-13Chapter 13. Repealed

Repealed by P.L.239-1983, SEC.3.

 

IC 23-1-13.5Chapter 13.5. Repealed

Repealed by P.L.239-1983, SEC.3.

 

IC 23-1-14Chapter 14. Repealed

Repealed by P.L.239-1983, SEC.3.

 

IC 23-1-15Chapter 15. Repealed

Repealed by P.L.239-1983, SEC.3.

 

IC 23-1-16Chapter 16. Repealed

Repealed by P.L.131-1984, SEC.1.

 

IC 23-1-17Chapter 17. Construction and Application
           23-1-17-1Short title
           23-1-17-2Amendment or repeal of law
           23-1-17-3Application; domestic corporations
           23-1-17-3Application; domestic corporations; references
           23-1-17-3.1Application; domestic railroad corporations
           23-1-17-4Application; foreign corporations
           23-1-17-5Official comments
           23-1-17-6Application

 

IC 23-1-17-1Short title

     Sec. 1. This article shall be known and may be cited as the Indiana Business Corporation Law.

As added by P.L.149-1986, SEC.1.

 

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.

As added by P.L.149-1986, SEC.1.

 

IC 23-1-17-3Application; domestic corporations

     Note: This version of section effective until 1-1-2018. See also following version of this section, effective 1-1-2018.

     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) Before August 1, 1987, the provisions of IC 23-1-18 through IC 23-1-54 do not apply to any domestic corporation, except in accordance with the following:

(1) The corporation's board of directors must adopt a resolution electing to have IC 23-1-18 through IC 23-1-54 (except for IC 23-1-18-3, IC 23-1-21, and IC 23-1-53-3) apply to the corporation.

(2) The resolution must specify a date (after March 31, 1986, and before August 1, 1987) on and after which those provisions will apply to the corporation.

(3) The resolution must be filed in the office of the secretary of state before the date specified under subdivision (2).

     (c) The provisions of IC 23-1-18 through IC 23-1-54 (except for IC 23-1-18-3, IC 23-1-21, and IC 23-1-53-3) apply to each domestic corporation that complies with all the conditions prescribed by subsection (b). In addition, such a corporation shall continue to comply with the requirements of IC 23-1-8 and IC 23-3-2 until August 1, 1987, but it is not subject to the provisions of IC 23-1-1 through IC 23-1-7, IC 23-1-9 through IC 23-1-12, IC 23-3-1, and IC 23-3-9.

     (d) The provisions of IC 6-8.1-10-9 and IC 22-4-32-23 apply to the officers and directors of each domestic corporation that complies with all the conditions prescribed by subsection (b). In addition, such a corporation is not subject to the provisions of IC 6-8.1-10-8 and IC 22-4-32-22 (repealed August 1, 1987).

     (e) After a corporation becomes subject to IC 23-1-18 through IC 23-1-54, 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 (IC 23-1-17 through IC 23-1-54), 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.

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.

 

IC 23-1-17-3Application; domestic corporations; references

     Note: This version of section effective 1-1-2018. See also preceding version of this section, effective until 1-1-2018.

     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:

(1) IC 8-4-1-1 through IC 8-4-1-12.

(2) IC 8-4-2 through IC 8-4-6.

(3) IC 8-4-8.

(4) IC 8-4-11-1.

(5) IC 8-4-12-6.

(6) IC 8-4-13 through IC 8-4-14.

(7) IC 8-4-16.

(8) IC 8-4-21 through IC 8-4-22.

(9) IC 8-4-24.

     (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.

As added by P.L.75-1990, SEC.2. Amended by P.L.1-1993, SEC.190.

 

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.

As added by P.L.149-1986, SEC.1.

 

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.

As added by P.L.133-2009, SEC.1.

 

IC 23-1-17.3Chapter 17.3. Transitional Provisions
           23-1-17.3-1"Repealed statute"
           23-1-17.3-2Effect of repeal of repealed statute
           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:

(1) IC 23-1-1.

(2) IC 23-1-2.

(3) IC 23-1-3.

(4) IC 23-1-4.

(5) IC 23-1-5.

(6) IC 23-1-6.

(7) IC 23-1-7.

(8) IC 23-1-8.

(9) IC 23-1-9.

(10) IC 23-1-10.

(11) IC 23-1-11.

(12) IC 23-1-12.

(13) IC 23-3.

As added by P.L.220-2011, SEC.378.

 

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.

As added by P.L.220-2011, SEC.378.

 

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.

As added by P.L.220-2011, SEC.378.

 

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.

As added by P.L.220-2011, SEC.378.

 

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.

As added by P.L.220-2011, SEC.378.

 

IC 23-1-18Chapter 18. Filing Documents
           23-1-18-1Requirements for documents; filing fee
           23-1-18-1.1Documents delivered for filing
           23-1-18-1.2Terms dependent on facts ascertainable outside plan or filed document; requirements; limitations
           23-1-18-2Forms
           23-1-18-3Fees
           23-1-18-4Effective times and dates of documents; withdrawing documents
           23-1-18-5Correction of document
           23-1-18-6Filing of document by secretary of state; refusal to file
           23-1-18-7Refusal to file document; appeal by corporation
           23-1-18-8Certification; evidence of filing
           23-1-18-9Certificate of existence or authorization
           23-1-18-10Intentionally signing false document

     Note: This version of chapter effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

 

IC 23-1-18-1Requirements for documents; filing fee

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 1. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state.

     (b) This article must require or permit filing the document in the office of the secretary of state.

     (c) The document must contain the information required by this article. It may contain other information as well.

     (d) The document 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.

     (e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

     (f) The document must be signed:

(1) by the chairman of the board of directors of the domestic or foreign corporation or by any of its officers;

(2) if directors have not been selected or the corporation has not been formed, by an incorporator;

(3) if the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary, by that fiduciary; or

(4) for purpose of annual or biennial reports, by:

(A) a registered agent;

(B) a certified public accountant; or

(C) an attorney;

employed or retained by the business entity.

     (g) Except as provided in subsection (m), the person signing the document shall sign it and state beneath or opposite the signature the person's name and the capacity in which the document is signed. A signature on a document authorized to be filed under this article may be:

(1) a facsimile; or

(2) made by an attorney in fact.

     (h) A power of attorney relating to the signing of a document authorized to be filed under this article by an attorney in fact may but is not required to be:

(1) sworn to, verified, or acknowledged;

(2) signed in the presence of a notary public;

(3) filed with the secretary of state; or

(4) included in another written agreement.

However, the power of attorney must be retained in the records of the corporation.

     (i) A document authorized to be filed under this article may but is not required to contain:

(1) the corporate seal;

(2) an attestation by the secretary or an assistant secretary; and

(3) an acknowledgment, verification, or proof.

     (j) If the secretary of state has prescribed a mandatory form for the document under section 2 of this chapter, the document must be in or on the prescribed form.

     (k) The document must be delivered to the office of the secretary of state for filing as described in section 1.1 of this chapter and the correct filing fee must be paid in the manner and form required by the secretary of state.

     (l) 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.

     (m) A signature on a document 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.

As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995, SEC.1; P.L.11-1996, SEC.8; P.L.277-2001, SEC.1; P.L.178-2005, SEC.1; P.L.130-2006, SEC.2; P.L.133-2009, SEC.2; P.L.40-2013, SEC.1; P.L.170-2016, SEC.1.

 

IC 23-1-18-1.1Documents delivered for filing

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 1.1. For purposes of this article, except for a biennial report filed under IC 23-1-53-4, a document is delivered for filing if the document is transferred to the secretary of state by hand, mail, or a form of electronic transmission meeting the requirements established by the secretary of state.

As added by P.L.228-1995, SEC.2. Amended by P.L.63-2014, SEC.1; P.L.119-2015, SEC.3.

 

IC 23-1-18-1.2Terms dependent on facts ascertainable outside plan or filed document; requirements; limitations

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 1.2. (a) The following definitions apply to this section:

(1) "Filed document'' means a document filed with the secretary of state under any provision of this article, except for IC 23-1-49 or IC 23-1-53-3.

(2) "Plan" means a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange.

     (b) If a:

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

(2) plan or 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 plan or filed document and the manner in which the facts will become operative must be set forth in the plan or filed document.

     (c) The facts described under subsection (b) may include, but are not limited to, any of the following:

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

(A) Statistical or market indices.

(B) Market prices of any security or group of securities.

(C) Interest rates.

(D) Currency exchange rates.

(E) Similar economic or financial data.

(2) A determination or action by any person or body, including the corporation or any other party to a plan or filed document.

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

     (d) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document:

(1) The name and address of any person required in a filed document.

(2) The registered office of any entity required in a filed document.

(3) The registered agent of any entity required in a filed document.

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

(5) The effective date of a filed document.

(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.

     (e) If a provision of a plan or filed document is made dependent on a fact ascertainable outside the plan or filed document, and:

(1) the fact is not ascertainable by reference to a:

(A) source described in subsection (c)(1); or

(B) document that is a matter of public record; and

(2) the affected shareholders have not received notice of the fact from the corporation;

the corporation 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.

     (f) Articles of amendment under subsection (e):

(1) are considered to be authorized by the:

(A) authorization of the original plan or filed document; or

(B) plan to which the articles of amendment relate; and

(2) may be filed by the corporation without further action by the board of directors or shareholders.

As added by P.L.170-2016, SEC.2.

 

IC 23-1-18-2Forms

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 2. (a) The secretary of state may prescribe and furnish on request forms for:

(1) a foreign corporation's application for a certificate of authority to transact business in this state;

(2) a foreign corporation's application for a certificate of withdrawal; and

(3) the biennial reports.

If the secretary of state requires and the form so states, use of these forms is mandatory.

     (b) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this article but their use is not mandatory.

As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995, SEC.3; P.L.11-1996, SEC.9.

 

IC 23-1-18-3Fees

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 3. (a) This subsection applies before July 1, 2016. The secretary of state shall collect the following fees when the documents described in this subsection are delivered to the secretary of state for filing:

                Document                                      Electronic               Fee

                                                                       Filing Fee         (Other than

                                                                                                 electronic

filing)

     (1)      Articles of incorporation                    $75                      $90

     (2)      Application for use of

indistinguishable name                       $10                       $20

     (3)      Application for reserved name            $10  

     (4)      Application for renewal

of reservation                                       $10

     (5)      Notice of transfer of

reserved name                                    $10

     (6)      Corporation's statement of

change of registered agent

or registered office or both             No Fee                 No Fee

     (7)      Agent's statement of change

of registered office for each

affected corporation                         No Fee                 No Fee

     (8)      Agent's statement of

resignation                                       No Fee                 No Fee

     (9)      Amendment of articles of

incorporation                                      $20                       $30

     (10)    Restatement of articles of

incorporation                                      $20                       $30

with amendment of articles               $20                       $30

     (11)    Articles of merger or share

exchange                                           $75                        $90

     (12)    Articles of dissolution                        $20                        $30

     (13)    Articles of revocation of

dissolution                                         $20                       $30

     (14)    Certificate of administrative

dissolution                                      No Fee                  No Fee

     (15)    Application for reinstatement

following administrative

dissolution                                        $20                       $30

     (16)    Certificate of reinstatement             No Fee                  No Fee

     (17)    Certificate of judicial

dissolution                                        No Fee                  No Fee

     (18)    Application for certificate of

authority                                           $75                       $90

     (19)    Application for amended

certificate of authority                       $20                       $30

     (20)    Application for certificate of

withdrawal                                         $20                       $30

     (21)    Certificate of revocation of

authority to transact business        No Fee                  No Fee

     (22)    Biennial report                                   $20                       $30

     (23)    Articles of correction                         $20                       $30

     (24)    Application for certificate

of existence or authorization             $15                        $15

     (25)    Annual benefit report                       $10                        $15

     (26)    Any other document

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 an additional fee

in connection with particular

filings) and a request for

other facts of record under

section 9(b)(7) of this

chapter                                               $20                       $30

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

     (b) This subsection applies after June 30, 2016. The secretary of state shall collect the following fees when the documents described in this subsection are delivered to the secretary of state for filing:

                Document                                      Electronic               Fee

                                                                       Filing Fee         (Other than

                                                                                                 electronic

filing)

     (1)      Articles of incorporation                 $75                     $100

     (2)      Application for use of

indistinguishable name                   $10                       $20

     (3)      Application for

reserved name                                 $10

     (4)      Application for renewal

of reservation                                  $10

     (5)      Notice of transfer of

reserved name                                 $10

     (6)      Corporation's statement of

change of registered agent

or registered office or both           No Fee                 No Fee

     (7)      Agent's statement of change

of registered office for each

affected corporation                       No Fee                 No Fee

     (8)      Agent's statement of

resignation                                     No Fee                 No Fee

     (9)      Amendment of articles of

incorporation                                  $20                       $30

     (10)    Restatement of articles of

incorporation                                  $20                       $30

with amendment of

articles                                            $20                         $30

     (11)    Articles of merger or share

exchange                                          $75                       $90

     (12)    Articles of dissolution                     $20                       $30

     (13)    Articles of revocation of

dissolution                                       $20                       $30

     (14)    Certificate of administrative

dissolution                                    No Fee                 No Fee

     (15)    Application for reinstatement

following administrative

                dissolution                                       $20                       $30

     (16)    Certificate of reinstatement           No Fee                 No Fee

     (17)    Certificate of judicial

dissolution                                     No Fee                 No Fee

     (18)    Application for certificate of

authority                                          $75                      $125

     (19)    Application for amended

certificate of authority                     $20                       $30

     (20)    Application for certificate of

withdrawal                                      $20                       $30

     (21)    Certificate of revocation of

authority to transact business       No Fee                 No Fee

     (22)    Biennial report                                  $20                       $50

     (23)    Articles of correction                        $20                       $30

     (24)    Application for certificate

of existence or authorization           $15                       $30

     (25)    Annual benefit report                       $10                       $15

     (26)    Any other document

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 an additional fee

in connection with particular

filings) and a request for

other facts of record under

section 9(b)(7) of this

chapter                                               $20                       $30

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

     (c) This subsection applies before July 1, 2016. The fee set forth in subsection (a)(22) for filing a biennial report is:

(1) fifteen dollars ($15) per year, for a filing in writing; and

(2) ten dollars ($10) per year, for a filing by electronic means;

to be paid biennially.

     (d) This subsection applies after June 30, 2016. The fee set forth in subsection (b)(22) for filing a biennial report is:

(1) twenty-five dollars ($25) per year, for a filing in writing; and

(2) ten dollars ($10) per year, for a filing by electronic means;

to be paid biennially.

     (e) 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.

     (f) The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:

(1) Per page for copying                         $1

(2) For a certification stamp                   $15

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

As added by P.L.149-1986, SEC.2. Amended by P.L.145-1988, SEC.1; P.L.228-1995, SEC.4; P.L.11-1996, SEC.10; P.L.277-2001, SEC.2; P.L.60-2007, SEC.1; P.L.106-2008, SEC.49; P.L.63-2014, SEC.2; P.L.119-2015, SEC.4; P.L.213-2015, SEC.244; P.L.93-2015, SEC.1; P.L.213-2015, SEC.245; P.L.170-2016, SEC.3.

 

IC 23-1-18-4Effective times and dates of documents; withdrawing documents

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 4. (a) Except as provided in subsection (b) and section 5(c) of this chapter, a document accepted for filing is effective:

(1) at the time of filing on the date it is filed, as evidenced by means the secretary of state uses for endorsing the date and time of filing on the original document; or

(2) at such later time on the date it is filed as is specified in the document as its effective time on the date it is filed.

     (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at 12:01 a.m. on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.

     (c) A document that:

(1) has been submitted to the office of the secretary of state; and

(2) has a specified delayed effective time and date;

may be withdrawn from the record before the effective time and date. The office of the secretary of state must receive written notice before the effective time and date from the person authorized to make the filing directing that the filing be withdrawn and not take effect. If the office of the secretary of state does not receive written notice, the document will become effective at the specified time and date.

As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009, SEC.3; P.L.119-2015, SEC.5.

 

IC 23-1-18-5Correction of document

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 5. (a) A domestic or foreign corporation may correct a document filed by the secretary of state if:

(1) the document contains an incorrect statement or an inaccuracy;

(2) the document was defectively signed, attested, sealed, verified, or acknowledged; or

(3) the electronic transmission of the document was defective.

     (b) A document is corrected:

(1) by preparing articles of correction that:

(A) describe the document (including its filing date) or attach a copy of it to the articles;

(B) specify the incorrect statement or inaccuracy and the reason it is incorrect or the manner in which the execution was defective; and

(C) correct the incorrect statement, inaccuracy, or defective execution; and

(2) by delivering the articles to the secretary of state for filing.

     (c) Articles of correction are effective on the effective date of the document they correct except as to persons reasonably relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed or when the reliance ceased to be reasonable, whichever first occurs.

As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009, SEC.4.

 

IC 23-1-18-6Filing of document by secretary of state; refusal to file

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 6. (a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 1 of this chapter, the secretary of state shall file it.

     (b) The secretary of state files a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt on the document. After filing a document, except as provided in IC 23-1-24-3 and IC 23-1-49-9, the secretary of state shall deliver the filed document and the receipt to the domestic or foreign corporation or its representative.

     (c) If the secretary of state refuses to file a document, the secretary of state shall return it to the domestic or foreign corporation or its representative within ten (10) days after the document was delivered, together with a brief, written explanation of the reason for the refusal.

     (d) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not:

(1) affect the validity or invalidity of the document in whole or part;

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

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

As added by P.L.149-1986, SEC.2. Amended by P.L.119-2015, SEC.6.

 

IC 23-1-18-7Refusal to file document; appeal by corporation

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 7. (a) If the secretary of state refuses to file a document delivered to the secretary of state's office for filing, the domestic or foreign corporation may appeal the refusal to the circuit or superior court of the county where the corporation's principal office (or, if none in Indiana, its registered office) is or will be located not later than sixty (60) days after the receipt of the document from the secretary of state. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of the refusal to file.

     (b) The court may order the secretary of state to file the document or take other action the court considers appropriate.

     (c) The court's final decision may be appealed as in other civil proceedings.

As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009, SEC.5.

 

IC 23-1-18-8Certification; evidence of filing

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 8. A certification stamp affixed on or a certification certificate attached to a copy of a document under this chapter, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.

As added by P.L.149-1986, SEC.2. Amended by P.L.145-1988, SEC.2.

 

IC 23-1-18-9Certificate of existence or authorization

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 9. (a) Any person may request the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.

     (b) A certificate of existence or authorization sets forth:

(1) the domestic corporation's corporate name or the foreign corporation's corporate name used in Indiana;

(2) if a domestic corporation:

(A) that the domestic corporation is duly incorporated under the law of this state;

(B) the date of its incorporation; and

(C) the period of its duration if less than perpetual;

(3) if a foreign corporation, that the foreign corporation is authorized to transact business in Indiana;

(4) that all fees, taxes, and penalties owed to this state have been paid, if:

(A) payment is reflected in the records of the secretary of state; and

(B) nonpayment affects the existence or authorization of the domestic or foreign corporation;

(5) if a domestic corporation or a foreign corporation, that its most recent biennial report required by IC 23-1-53-3 has been filed with the secretary of state;

(6) that articles of dissolution have not been filed; and

(7) other facts of record in the office of the secretary of state that may be requested by the applicant.

     (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in Indiana.

As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995, SEC.5; P.L.11-1996, SEC.11.

 

IC 23-1-18-10Intentionally signing false document

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 10. A person commits a Class A misdemeanor if the person signs a document the person knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.

As added by P.L.149-1986, SEC.2.

 

IC 23-1-18Chapter 18. Repealed

     Note: This repeal of chapter effective 1-1-2018. See also preceding version of this chapter, effective until 1-1-2018.

Repealed by P.L.118-2017, SEC.8.

 

IC 23-1-19Chapter 19. Powers of Secretary of State
           23-1-19-1Powers

 

IC 23-1-19-1Powers

     Sec. 1. The secretary of state has the power reasonably necessary to perform the duties required by this article.

As added by P.L.149-1986, SEC.3.

 

IC 23-1-20Chapter 20. General Definitions
           23-1-20-1Application
           23-1-20-2"Articles of incorporation"
           23-1-20-3"Authorized shares"
           23-1-20-3.5"Beneficial owner"
           23-1-20-4"Conspicuous"
           23-1-20-5"Corporation; domestic corporation"
           23-1-20-6"Deliver" or "delivery"
           23-1-20-6.5"Derivative instrument"
           23-1-20-7"Distribution"
           23-1-20-8"Effective date of notice"
           23-1-20-8.5"Electronic transmission" or "electronically transmitted"
           23-1-20-9"Employee"
           23-1-20-10"Entity"
           23-1-20-11"Foreign corporation"
           23-1-20-12"Governmental subdivision"
           23-1-20-13"Includes"
           23-1-20-14"Individual"
           23-1-20-15"Mail"
           23-1-20-16"Means"
           23-1-20-17"Notice"
           23-1-20-17.5"Other entity"
           23-1-20-18"Person"
           23-1-20-19"Principal office"
           23-1-20-20"Proceeding"
           23-1-20-21"Record date"
           23-1-20-22"Secretary"
           23-1-20-23"Share"
           23-1-20-24"Shareholder"
           23-1-20-24.5"Sign" or "signature"
           23-1-20-25"State"
           23-1-20-26"Subscriber"
           23-1-20-27"United States"
           23-1-20-28"Voting group"
           23-1-20-29Method of giving notice; effectiveness
           23-1-20-30Persons or entities constituting one shareholder

 

IC 23-1-20-1Application

     Sec. 1. The definitions in this chapter apply throughout this article.

As added by P.L.149-1986, SEC.4.

 

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.

As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009, SEC.6.

 

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.

As added by P.L.149-1986, SEC.4.

 

IC 23-1-20-3.5"Beneficial owner"

     Sec. 3.5. "Beneficial owner", for purposes of IC 23-1-22-4, IC 23-1-30-4, and IC 23-1-43, means a person that:

(1) individually or with or through any of its affiliates or associates beneficially owns the shares, directly or indirectly;

(2) individually or with or through any of its affiliates or associates, has:

(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.

As added by P.L.133-2009, SEC.7.

 

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:

(1) Printing in italics or boldface or contrasting color.

(2) Typing in capitals or underlined.

(3) Placement of text in a separate or otherwise noticeable location.

As added by P.L.149-1986, SEC.4.

 

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.

As added by P.L.149-1986, SEC.4.

 

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.

As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009, SEC.8.

 

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.

As added by P.L.133-2009, SEC.9.

 

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.

     (b) The term does not include:

(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.

As added by P.L.149-1986, SEC.4. Amended by P.L.130-2006, SEC.3.

 

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.

As added by P.L.149-1986, SEC.4.

 

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.

As added by P.L.133-2009, SEC.10.

 

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.

As added by P.L.149-1986, SEC.4.

 

IC 23-1-20-10"Entity"

     Sec. 10. "Entity" includes the following:

(1) Domestic corporation and foreign corporation.

(2) Not-for-profit corporation.

(3) Corporation incorporated under any other statute.

(4) Profit and not-for-profit unincorporated association.

(5) Business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest.

(6) Other entity (as defined in IC 23-1-20-17.5).

(7) State, United States, and foreign government.

As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009, SEC.11.

 

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.

As added by P.L.149-1986, SEC.4.

 

IC 23-1-20-12"Governmental subdivision"

     Sec. 12. "Governmental subdivision" includes authority, county, district, and municipality.

As added by P.L.149-1986, SEC.4.

 

IC 23-1-20-13"Includes"

     Sec. 13. "Includes" denotes a partial definition.

As added by P.L.149-1986, SEC.4.

 

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.

As added by P.L.149-1986, SEC.4. Amended by P.L.33-1989, SEC.20.

 

IC 23-1-20-15"Mail"

     Sec. 15. "Mail" means:

(1) first class, certified, or registered United States mail, postage prepaid; or

(2) private carrier service, fees prepaid or billed to the sender.

As added by P.L.149-1986, SEC.4.

 

IC 23-1-20-16"Means"

     Sec. 16. "Means" denotes an exhaustive definition.

As added by P.L.149-1986, SEC.4.

 

IC 23-1-20-17"Notice"

     Sec. 17. "Notice" has the meaning set forth in section 29 of this chapter.

As added by P.L.149-1986, SEC.4.

 

IC 23-1-20-17.5"Other entity"

     Sec. 17.5. "Other entity" means:

(1) a limited liability company;

(2) a limited liability partnership;

(3) a limited partnership;

(4) a general partnership;

(5) a business trust;

(6) a real estate investment trust; or

(7) any entity that:

(A) is formed under the requirements of applicable law; and

(B) is not a corporation.

As added by P.L.133-2009, SEC.12.

 

IC 23-1-20-18"Person"

     Sec. 18. "Person" includes individual and entity.

As added by P.L.149-1986, SEC.4.

 

IC 23-1-20-19"Principal office"

     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.

As added by P.L.149-1986, SEC.4. Amended by P.L.228-1995, SEC.6.

 

IC 23-1-20-20"Proceeding"

     Sec. 20. "Proceeding" includes civil suit and criminal, administrative, and investigatory action.

As added by P.L.149-1986, SEC.4.

 

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.

As added by P.L.149-1986, SEC.4.

 

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.

As added by P.L.149-1986, SEC.4.

 

IC 23-1-20-23"Share"

     Sec. 23. "Share" means the unit into which the proprietary interests in a corporation are divided.

As added by P.L.149-1986, SEC.4.

 

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.

As added by P.L.149-1986, SEC.4. Amended by P.L.145-1988, SEC.3.

 

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)).

As added by P.L.133-2009, SEC.13.

 

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.

As added by P.L.149-1986, SEC.4.

 

IC 23-1-20-26"Subscriber"

     Sec. 26. "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

As added by P.L.149-1986, SEC.4.

 

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.

As added by P.L.149-1986, SEC.4.

 

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.

As added by P.L.149-1986, SEC.4.

 

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:

(1) in person;

(2) by telephone, telegraph, teletype, or other form of wire or wireless communication;

(3) by mail; or

(4) electronically.

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:

(1) When received.

(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.

     (f) Oral notice is effective when communicated.

     (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;

(2) the corporation addresses the notice, report, or statement to the:

(A) shareholders either as a group or to each of the shareholders individually; or

(B) shareholders in a form in which each of the shareholders has consented; and

(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.

As added by P.L.149-1986, SEC.4. Amended by P.L.8-1993, SEC.302.

 

IC 23-1-21Chapter 21. Incorporation
           23-1-21-1Incorporators
           23-1-21-2Articles of incorporation; contents
           23-1-21-2Articles of incorporation; contents
           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
           23-1-21-5Organizational meeting
           23-1-21-6Bylaws
           23-1-21-7Emergency bylaws

 

IC 23-1-21-1Incorporators

     Sec. 1. One (1) or more persons may act as the incorporator or incorporators of a corporation by signing and causing to be delivered articles of incorporation to the secretary of state for filing.

As added by P.L.149-1986, SEC.5.

 

IC 23-1-21-2Articles of incorporation; contents

     Note: This version of section effective until 1-1-2018. See also following version of this section, effective 1-1-2018.

     Sec. 2. (a) The articles of incorporation must set forth:

(1) a corporate name for the corporation that satisfies the requirements of IC 23-1-23-1;

(2) the number of shares the corporation is authorized to issue;

(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

(4) the name and address of each incorporator.

     (b) The articles of incorporation may set forth:

(1) the names and addresses of the individuals who are to serve as the initial directors;

(2) provisions not inconsistent with law regarding:

(A) the purpose or purposes for which the corporation is organized;

(B) managing the business and regulating the affairs of the corporation;

(C) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;

(D) a par value for authorized shares or classes of shares; and

(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.

     (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this article.

As added by P.L.149-1986, SEC.5.

 

IC 23-1-21-2Articles of incorporation; contents

     Note: This version of section effective 1-1-2018. See also preceding version of this section, effective until 1-1-2018.

     Sec. 2. (a) The articles of incorporation must set forth:

(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;

(2) the number of shares the corporation is authorized to issue;

(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

(4) the name and address of each incorporator.

     (b) The articles of incorporation may set forth:

(1) the names and addresses of the individuals who are to serve as the initial directors;

(2) provisions not inconsistent with law regarding:

(A) the purpose or purposes for which the corporation is organized;

(B) managing the business and regulating the affairs of the corporation;

(C) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;

(D) a par value for authorized shares or classes of shares; and

(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.

     (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this article.

As added by P.L.149-1986, SEC.5. Amended by P.L.118-2017, SEC.9.

 

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.

As added by P.L.149-1986, SEC.5.

 

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.

As added by P.L.149-1986, SEC.5.

 

IC 23-1-21-5Organizational meeting

     Sec. 5. (a) After incorporation:

(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.

     (c) An organizational meeting may be held in or out of Indiana.

As added by P.L.149-1986, SEC.5. Amended by P.L.226-1989, SEC.2.

 

IC 23-1-21-6Bylaws

     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.

As added by P.L.149-1986, SEC.5.

 

IC 23-1-21-7Emergency bylaws

     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:

(1) procedures for calling a meeting of the board of directors;

(2) quorum requirements for the meeting; and

(3) designation of additional or substitute directors.

     (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.

     (c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) binds the corporation; and

(2) may not be used to impose liability on a 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.

As added by P.L.149-1986, SEC.5.

 

IC 23-1-22Chapter 22. Powers and Purposes
           23-1-22-1Purpose of corporation; law governing
           23-1-22-2Perpetual duration; powers
           23-1-22-3Emergencies; powers; meetings
           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.

As added by P.L.149-1986, SEC.6.

 

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:

(1) sue and be sued, complain and defend in its corporate name;

(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;

(14) transact any lawful business that will aid governmental policy;

(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:

(i) the corporation; or

(ii) any of the corporation's constituents identified in IC 23-1-35-1(d);

(C) any action asserting a claim arising under:

(i) any provision of this article; or

(ii) the corporation's articles of incorporation or bylaws; or

(D) any actions otherwise relating to the internal affairs of the corporation.

As added by P.L.149-1986, SEC.6. Amended by P.L.63-2014, SEC.3.

 

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:

(1) binds the corporation; and

(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.

As added by P.L.149-1986, SEC.6.

 

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.

     (c) A procedure established under this section may be adopted:

(1) in a corporation's original articles of incorporation or bylaws;

(2) by amending the articles of incorporation; or

(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.

As added by P.L.149-1986, SEC.6.

 

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.

     (b) A corporation's power to act may be challenged:

(1) in a proceeding by a shareholder against the corporation to enjoin the 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

(3) in a proceeding by the attorney general under IC 23-1-47-1.

     (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.

As added by P.L.149-1986, SEC.6.

 

IC 23-1-23Chapter 23. Name
           23-1-23-1Corporate name
           23-1-23-2Reserve exclusive use of name; transfer
           23-1-23-3Repealed

     Note: This version of chapter effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

 

IC 23-1-23-1Corporate name

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 1. (a) A corporate name:

(1) must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language; and

(2) except as provided in subsection (e), may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by IC 23-1-22-1 and its articles of incorporation.

     (b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the secretary of state from:

(1) the corporate name of a corporation or other business entity incorporated or authorized to transact business in Indiana;

(2) a corporate name reserved under section 2 of this chapter;

(3) a fictitious name adopted by a foreign corporation authorized to transact business in Indiana because the foreign corporation's true name was unavailable; and

(4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in Indiana.

     (c) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if:

(1) the other corporation files its written consent to the use, signed by any current officer of the corporation; or

(2) the applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in Indiana.

     (d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in Indiana if the other corporation is incorporated or authorized to transact business in Indiana and the proposed user corporation:

(1) has merged with the other corporation;

(2) has been formed by reorganization of the other corporation; or

(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

     (e) A bank holding company (as defined in 12 U.S.C. 1841) may use the word "bank" or "banks" as a part of its name. However, this subsection does not permit a bank holding company to advertise or represent itself to the public as affording the services or performing the duties that a bank or trust company only is entitled to afford and perform.

     (f) Except as provided in IC 23-1-49-6, this article does not control the use of fictitious names.

As added by P.L.149-1986, SEC.7. Amended by P.L.145-1988, SEC.4; P.L.178-2002, SEC.98; P.L.133-2009, SEC.15; P.L.119-2015, SEC.7.

 

IC 23-1-23-2Reserve exclusive use of name; transfer

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 2. (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 set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name applied for 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 name may transfer the reservation to another person by delivering to the secretary of state, electronically, a signed notice of the transfer that states the name and address of the transferee.

As added by P.L.149-1986, SEC.7. Amended by P.L.277-2001, SEC.3; P.L.119-2015, SEC.8; P.L.170-2016, SEC.4.

 

IC 23-1-23-3Repealed

As added by P.L.149-1986, SEC.7. Amended by P.L.277-2001, SEC.4. Repealed by P.L.119-2015, SEC.9.

 

IC 23-1-23Chapter 23. Repealed

     Note: This repeal of chapter effective 1-1-2018. See also preceding version of this chapter, effective until 1-1-2018.

Repealed by P.L.118-2017, SEC.10.

 

IC 23-1-24Chapter 24. Office and Agent
           23-1-24-1Maintenance of registered office and registered agent; agent's consent; communications contact information; resignation
           23-1-24-2Change of registered office or registered agent
           23-1-24-3Resignation of registered agent
           23-1-24-4Service of process or notice

     Note: This version of chapter effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

 

IC 23-1-24-1Maintenance of registered office and registered agent; agent's consent; communications contact information; resignation

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 1. (a) Each corporation must continuously maintain in Indiana:

(1) a registered office; and

(2) a registered agent, who must be:

(A) an individual who resides in Indiana and whose business office is identical with the registered office;

(B) a domestic limited liability company, domestic corporation, or nonprofit domestic corporation whose business office is identical with the registered office; or

(C) a foreign limited liability company, foreign corporation, or nonprofit foreign corporation authorized to transact business in Indiana whose business office is identical with the registered office.

     (b) Each corporation incorporated after June 30, 2014, shall file with the secretary of state:

(1) the registered agent's written consent; or

(2) a representation that the registered agent has consented.

     (c) Each corporation incorporated under the laws of Indiana shall provide to the corporation's registered agent, and update from time to time as necessary, the name, business address, and business telephone number of a natural person who is:

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

(2) authorized to receive communications from the registered agent.

The natural person is considered to be the communications contact for the corporation.

     (d) A registered agent shall retain, in paper or electronic form, the information provided by a corporation under subsection (c).

     (e) If a corporation fails to provide the registered agent with the information required under subsection (c), the registered agent may resign, as provided in section 3 of this chapter, as the registered agent for the corporation.

As added by P.L.149-1986, SEC.8. Amended by P.L.63-2014, SEC.4.

 

IC 23-1-24-2Change of registered office or registered agent

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 2. (a) A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:

(1) the name of the corporation;

(2) the street address of its current registered office;

(3) if the current registered office is to be changed, the street address of the new registered office;

(4) the name of its current registered agent;

(5) if the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent or a representation that the new registered agent has consented (either on the statement or attached to it) to the appointment; and

(6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

     (b) If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any corporation that the registered agent serves by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.

As added by P.L.149-1986, SEC.8. Amended by P.L.107-1987, SEC.4.

 

IC 23-1-24-3Resignation of registered agent

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 3. (a) A registered agent may resign the agency appointment by signing and delivering to the secretary of state for filing as described in IC 23-1-18 a statement of resignation. The statement may include a statement that the registered office is also discontinued.

     (b) After filing the statement the secretary of state shall mail one (1) copy to the corporation at its principal office, if known, and one (1) copy to the registered office, if not discontinued.

     (c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

As added by P.L.149-1986, SEC.8. Amended by P.L.228-1995, SEC.8.

 

IC 23-1-24-4Service of process or notice

     Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

     Sec. 4. (a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.

     (b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation or other executive officer, as that term is used in Trial Rule 4.6(a)(1), at the corporation's principal office. Service is perfected under this subsection at the earliest of:

(1) the date the corporation receives the mail;

(2) the date shown on the return receipt, if signed on behalf of the corporation; or

(3) five (5) days after its deposit in the United States mail, if mailed postpaid and correctly addressed.

     (c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.

As added by P.L.149-1986, SEC.8.

 

IC 23-1-24Chapter 24. Repealed

     Note: This repeal of chapter effective 1-1-2018. See also preceding version of this chapter, effective until 1-1-2018.

Repealed by P.L.118-2017, SEC.11.

 

IC 23-1-25Chapter 25. Shares Generally
           23-1-25-1Authorization of shares in articles of incorporation
           23-1-25-2Series of shares; filing articles with secretary of state
           23-1-25-3Issuance of shares; number; outstanding shares
           23-1-25-4Fractional shares; scrip

 

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.

     (b) The articles of incorporation must authorize:

(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;

(B) for cash, indebtedness, securities, or other property; and

(C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.

(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.

(4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

     (d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.

As added by P.L.149-1986, SEC.9.

 

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:

(1) any class of shares before the issuance of any shares of that class; or

(2) one (1) or more series within a class before the issuance of any shares of that series.

     (b) Each series of a class must be given a distinguishing designation.

     (c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

     (d) Before issuing 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:

(1) the name of the corporation;

(2) the text of the amendment determining the terms of the class or series of shares;

(3) the date it was adopted; and

(4) a statement that the amendment was duly adopted by the board of directors.

As added by P.L.149-1986, SEC.9.

 

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.

As added by P.L.149-1986, SEC.9.

 

IC 23-1-25-4Fractional shares; scrip

     Sec. 4. (a) A corporation may do any one (1) or more of the following:

(1) Issue fractions of a share or pay in money the value of fractions of a share.

(2) Arrange for disposition of fractional shares by the shareholders.

(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

     (b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by IC 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.

As added by P.L.149-1986, SEC.9.

 

IC 23-1-26Chapter 26. Issuance of Shares
           23-1-26-1Subscription agreements
           23-1-26-2Consideration
           23-1-26-3Shareholder liability
           23-1-26-4Share dividends and share splits
           23-1-26-5Rights, options, or warrants
           23-1-26-6Certificates; contents; signatures
           23-1-26-7Issuance of shares without certificates
           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.

As added by P.L.149-1986, SEC.10.

 

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.

As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.16.

 

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.

As added by P.L.149-1986, SEC.10.

 

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:

(1) the articles of incorporation so authorize;

(2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(3) there are no outstanding shares of the class or series to be issued.

     (c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

As added by P.L.149-1986, SEC.10.

 

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

(B) a transferee of the person described in clause (A); 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).

As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.17.

 

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.

     (b) At a minimum each share certificate must state on its face:

(1) the name of the issuing corporation and that it is organized under the law of this state;

(2) the name of the person to whom issued; and

(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.

     (d) Each share certificate:

(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

(2) may bear the corporate seal or its facsimile.

     (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.

As added by P.L.149-1986, SEC.10. Amended by P.L.107-1987, SEC.5.

 

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.

As added by P.L.149-1986, SEC.10.

 

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.

     (c) A restriction on the transfer or registration of transfer of shares is authorized:

(1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(2) to preserve exemptions under federal or state securities law; or

(3) for any other reasonable purpose.

     (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.

As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.18.

 

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.

As added by P.L.149-1986, SEC.10.

 

IC 23-1-27Chapter 27. Subsequent Acquisition of Shares by Shareholders and Corporation
           23-1-27-1Preemptive rights
           23-1-27-2Corporation acquiring its own shares

 

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.

(3) There is no preemptive right with respect to:

(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

(D) shares sold otherwise than for money.

(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.

As added by P.L.149-1986, SEC.11.

 

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:

(1) the name of the corporation;

(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.

As added by P.L.149-1986, SEC.11. Amended by P.L.107-1987, SEC.6.

 

IC 23-1-28Chapter 28. Distributions to Shareholders
           23-1-28-1Distributions
           23-1-28-2Record date, declaration date, and payment date
           23-1-28-3Prohibited distributions
           23-1-28-4Basis for determination that distribution not prohibited
           23-1-28-5Measuring effect of distribution; date
           23-1-28-6Indebtedness to shareholder; priority

 

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.

As added by P.L.149-1986, SEC.12.

 

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.

As added by P.L.149-1986, SEC.12.

 

IC 23-1-28-3Prohibited distributions

     Sec. 3. A distribution may not be made if, after giving it effect:

(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.

As added by P.L.149-1986, SEC.12.

 

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.

As added by P.L.149-1986, SEC.12.

 

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

(3) in all other cases, as of:

(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.

As added by P.L.149-1986, SEC.12.

 

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.

As added by P.L.149-1986, SEC.12.

 

IC 23-1-29Chapter 29. Meetings of Shareholders
           23-1-29-1Annual meetings; remote communication
           23-1-29-2Special meetings, remote communication
           23-1-29-3Court-ordered meetings
           23-1-29-4Action taken without a meeting; consent of shareholders; notice to nonvoting shareholders
           23-1-29-4.5Repealed
           23-1-29-5Notice of meetings
           23-1-29-6Waiver of notice
           23-1-29-7Fixing of record date

 

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

(B) the special meeting was not held in accordance with the notice.

As added by P.L.149-1986, SEC.13.

 

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:

(1) consent specifies a different prior or subsequent effective date; or

(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

As added by P.L.213-2003, SEC.1. Repealed by P.L.133-2009, SEC.42.

 

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.

     (c) Notice of a special meeting must 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:

(1) new date, time, or place; and

(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:

(1) in writing;

(2) signed by the shareholder entitled to the notice; and

(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.

As added by P.L.149-1986, SEC.13.

 

IC 23-1-30Chapter 30. Voting by Shareholders
           23-1-30-1Shareholders' list
           23-1-30-2Shares entitled to vote
           23-1-30-3Voting of shares; appointment of proxy
           23-1-30-4Beneficial owners of shares; recognition procedure; disclosure procedure
           23-1-30-5Acceptance of signature
           23-1-30-6Voting group; quorum
           23-1-30-7Voting groups; method of taking action
           23-1-30-8Special voting requirements in articles of incorporation
           23-1-30-9Election of directors; cumulative voting

 

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.

As added by P.L.149-1986, SEC.14. Amended by P.L.119-2015, SEC.14.

 

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.

As added by P.L.149-1986, SEC.14.

 

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:

(A) signing it; or

(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;

(B) may be transmitted to:

(i) the person who will be the holder of the proxy;

(ii) a proxy solicitation firm; or

(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.

(3) Any other method allowed by law.

     (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:

(1) a pledgee;

(2) a person who purchased or agreed to purchase the shares;

(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

(5) a party to a voting agreement created under IC 23-1-31-2.

     (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:

(1) prohibiting the voting of;

(2) providing for mandatory or optional reacquisition of; or

(3) the withholding or payment into escrow of dividends with respect to;

shares as to which the beneficial owner's name is not disclosed as required by the disclosure procedure.

As added by P.L.149-1986, SEC.14.

 

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.

As added by P.L.149-1986, SEC.14. Amended by P.L.9-1998, SEC.2.

 

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.

     (d) The election of directors is governed by section 9 of this chapter.

As added by P.L.149-1986, SEC.14.

 

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.

As added by P.L.149-1986, SEC.14.

 

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.

As added by P.L.149-1986, SEC.14.

 

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.

As added by P.L.149-1986, SEC.14.

 

IC 23-1-31Chapter 31. Voting Trusts and Agreements
           23-1-31-1Voting trust
           23-1-31-2Voting agreement

 

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.

As added by P.L.149-1986, SEC.15.

 

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.

     (b) A voting agreement created under this section is specifically enforceable.

As added by P.L.149-1986, SEC.15.

 

IC 23-1-32Chapter 32. Derivative Proceedings
           23-1-32-1Right to commence or maintain proceeding
           23-1-32-2Complaint; stay of proceeding
           23-1-32-3Discontinuance or settlement of proceeding
           23-1-32-4Committee of disinterested directors or persons
           23-1-32-5"Shareholder" defined

 

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.

As added by P.L.149-1986, SEC.16.

 

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.

As added by P.L.149-1986, SEC.16.

 

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.

As added by P.L.149-1986, SEC.16.

 

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:

(1) whether the corporation has a legal or equitable right or remedy; and

(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.

As added by P.L.149-1986, SEC.16.

 

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.

As added by P.L.149-1986, SEC.16.

 

IC 23-1-33Chapter 33. Board of Directors Generally
           23-1-33-1Necessity of board of directors; powers
           23-1-33-2Qualifications
           23-1-33-3Number of directors; time for electing
           23-1-33-4Election of directors by classes of shares
           23-1-33-5Terms of office
           23-1-33-5Terms of office
           23-1-33-6Staggered terms
           23-1-33-7Resignation
           23-1-33-8Removal
           23-1-33-9Vacancies
           23-1-33-10Compensation

 

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.

As added by P.L.149-1986, SEC.17.

 

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.

As added by P.L.149-1986, SEC.17.

 

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.

As added by P.L.149-1986, SEC.17.

 

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.

As added by P.L.149-1986, SEC.17.

 

IC 23-1-33-5Terms of office

     Note: This version of section effective until 1-1-2018. See also following version of this section, effective 1-1-2018.

     Sec. 5. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

     (b) Unless the bylaws of a corporation specify otherwise as provided under IC 23-1-39-4 or a shorter term is specified in the bylaws for a director nominee failing to receive a specified vote for election, the terms of all other directors expire at:

(1) the next; or

(2) if the director's terms are staggered in accordance with section 6 of this chapter, the applicable second or third;

annual shareholders' meeting following their election.

     (c) A decrease in the number of directors does not shorten an incumbent director's term.

     (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) Unless the bylaws of a corporation specify otherwise as provided under IC 23-1-39-4, 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.

 

IC 23-1-33-5Terms of office

     Note: This version of section effective 1-1-2018. See also preceding version of this section, effective until 1-1-2018.

     Sec. 5. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

     (b) The terms of all other directors expire at:

(1) the next; or

(2) if the director's terms are staggered in accordance with section 6 of this chapter, the applicable second or third;

annual shareholders' meeting following their election.

     (c) A decrease in the number of directors does not shorten an incumbent director's term.

     (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:

(1) July 1, 2009; or

(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. However, 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.

 

IC 23-1-33-7Resignation

     Sec. 7. (a) A director may resign at any time by delivering written notice:

(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:

(1) a later effective date; or

(2) an effective date determined upon the happening of an event.

     (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.

 

IC 23-1-33-8Removal

     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.

As added by P.L.149-1986, SEC.17.

 

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:

(1) the board of directors may fill the vacancy; or

(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.

As added by P.L.149-1986, SEC.17.

 

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.

As added by P.L.149-1986, SEC.17.

 

IC 23-1-34Chapter 34. Meetings and Action of Board of Directors
           23-1-34-1Meetings; method of conducting
           23-1-34-2Action taken without a meeting; consent
           23-1-34-3Notice of meetings
           23-1-34-4Waiver of notice
           23-1-34-5Quorum; assent to action taken
           23-1-34-6Committees

 

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.

As added by P.L.149-1986, SEC.18.

 

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:

(1) evidenced by one (1) or more written consents describing the action taken;

(2) signed by each director;

(3) included in the minutes or filed with the corporate records reflecting the action taken; and

(4) delivered to the secretary.

     (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.

     (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

     (d) Action taken without a meeting is an organic action (as defined in IC 26-2-8-102(15)).

As added by P.L.149-1986, SEC.18. Amended by P.L.133-2009, SEC.26.

 

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.

As added by P.L.149-1986, SEC.18.

 

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.

As added by P.L.149-1986, SEC.18.

 

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.

As added by P.L.149-1986, SEC.18.

 

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:

(1) a majority of all the directors in office when the action is taken; or

(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.

     (e) A committee may not, however:

(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;

(3) fill vacancies on the board of directors or on any of its committees;

(4) except to the extent permitted by subdivision (7), amend articles of incorporation under IC 23-1-38-2;

(5) adopt, amend, or repeal bylaws;

(6) approve a plan of merger not requiring shareholder approval; or

(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.

As added by P.L.149-1986, SEC.18. Amended by P.L.107-1987, SEC.11.

 

IC 23-1-35Chapter 35. Standards of Conduct for Directors
           23-1-35-1Standards of conduct; liability; reaffirmation of corporate governance rules; presumption
           23-1-35-2Conflict of interest transaction
           23-1-35-3Loan or guarantee to director
           23-1-35-4Unlawful distribution; liability; contribution
           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:

(1) in good faith;

(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.

     (h) For the purposes of subsection (g), a director is disinterested if:

(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));

(3) in connection with any matter involving or otherwise affecting:

(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

(C) any transaction that may result in a change of control (as defined in IC 23-1-22-4) of the corporation;

the director is not an employee of the corporation; and

(4) in connection with any matter involving or otherwise affecting:

(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

(C) any transaction that may result in a change of control (as defined in IC 23-1-22-4) of the corporation;

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.

(3) The transaction was fair to the corporation.

     (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.

As added by P.L.149-1986, SEC.19. Amended by P.L.107-1987, SEC.12.

 

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.

As added by P.L.149-1986, SEC.19.

 

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

(2) from each shareholder for the amount the shareholder accepted.

As added by P.L.149-1986, SEC.19. Amended by P.L.107-1987, SEC.13.

 

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.

As added by P.L.133-2009, SEC.28. Amended by P.L.1-2010, SEC.92.

 

IC 23-1-36Chapter 36. Officers Generally
           23-1-36-1Officers; election or appointment; secretary
           23-1-36-2Powers and duties
           23-1-36-3Resignation; removal
           23-1-36-4Contract rights

 

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.

As added by P.L.149-1986, SEC.20.

 

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.

As added by P.L.149-1986, SEC.20.

 

IC 23-1-36-3Resignation; removal

     Sec. 3. (a) An officer may resign at any time by delivering notice:

(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.

     (c) A board of directors may remove any officer at any time with or without cause.

     (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.

As added by P.L.149-1986, SEC.20. Amended by P.L.107-1987, SEC.14.

 

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.

As added by P.L.149-1986, SEC.20.

 

IC 23-1-37Chapter 37. Indemnification of Directors, Officers, Employees, and Agents
           23-1-37-1"Corporation" defined
           23-1-37-2"Director" defined
           23-1-37-3"Expenses" defined
           23-1-37-4"Liability" defined
           23-1-37-5"Official capacity" defined
           23-1-37-6"Party" defined
           23-1-37-7"Proceeding" defined
           23-1-37-8Indemnification of director against liability
           23-1-37-9Mandatory indemnification of director against expenses
           23-1-37-10Reimbursement of expenses in advance of final disposition
           23-1-37-11Application to court for indemnification
           23-1-37-12Authorization of indemnification
           23-1-37-13Officers, employees, and agents; indemnification and advance of expenses
           23-1-37-14Insurance against liability
           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.

As added by P.L.149-1986, SEC.21.

 

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.

As added by P.L.149-1986, SEC.21. Amended by P.L.8-1993, SEC.303.

 

IC 23-1-37-3"Expenses" defined

     Sec. 3. As used in this chapter, "expenses" include counsel fees.

As added by P.L.149-1986, SEC.21.

 

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.

As added by P.L.149-1986, SEC.21.

 

IC 23-1-37-5"Official capacity" defined

     Sec. 5. As used in this chapter, "official capacity" means:

(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.

As added by P.L.149-1986, SEC.21. Amended by P.L.8-1993, SEC.304.

 

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.

As added by P.L.149-1986, SEC.21.

 

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.

As added by P.L.149-1986, SEC.21.

 

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:

(1) the individual's conduct was in good faith; and

(2) the individual reasonably believed:

(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

(3) in the case of any criminal proceeding, the individual either:

(A) had reasonable cause to believe the individual's conduct was lawful; or

(B) had no reasonable cause to believe the individual's conduct was unlawful.

     (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.

As added by P.L.149-1986, SEC.21.

 

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.

As added by P.L.149-1986, SEC.21.

 

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.

As added by P.L.149-1986, SEC.21.

 

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.

As added by P.L.149-1986, SEC.21.

 

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.

     (b) The determination shall be made by any one (1) of the following procedures:

(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.

(3) By special legal counsel:

(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.

As added by P.L.149-1986, SEC.21.

 

IC 23-1-37-13Officers, employees, and agents; indemnification and advance of expenses

     Sec. 13. Unless a corporation's articles of incorporation provide otherwise:

(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.

As added by P.L.149-1986, SEC.21.

 

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:

(1) corporation may purchase insurance under this section from; and

(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:

(1) a corporation's articles of incorporation or bylaws;

(2) a resolution of the board of directors or of the shareholders; or

(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.

As added by P.L.149-1986, SEC.21.

 

IC 23-1-38Chapter 38. Amendment of Articles of Incorporation
           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
           23-1-38-4Voting by shareholders
           23-1-38-5Corporation not yet issuing shares; adoption of amendments by board of directors
           23-1-38-6Filing articles of amendment
           23-1-38-7Restated articles of incorporation
           23-1-38-8Court-ordered reorganization; articles of amendment; dissenters' rights; application of section
           23-1-38-9Effect of amendment

 

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.

As added by P.L.149-1986, SEC.22.

 

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;

(2) delete the names and addresses of the initial directors;

(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.

As added by P.L.149-1986, SEC.22. Amended by P.L.107-1987, SEC.15.

 

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.

     (b) For the amendment to be adopted:

(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).

     (c) The board of directors may condition its submission of the proposed amendment on any basis.

     (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.

As added by P.L.149-1986, SEC.22.

 

IC 23-1-38-4Voting by shareholders

     Sec. 4. (a) The holders of the outstandin