Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 1. This chapter may be cited as the Indiana Business Trust Act of 1963. Formerly: Acts 1963, c.353, s.1. As amended by P.L.34-1987, SEC.324.

Sec. 10.1. (a) As used in this section, “trust” means a: (1) domestic business trust; or (2) foreign business trust; as defined in section 2 of this chapter. (b) Each trust authorized to transact business in Indiana shall deliver a biennial report to the secretary of state for fi…

Sec. 11. (a) Any business trust, domestic or foreign, which has obtained authority under this chapter to transact business in Indiana may surrender its said authority at any time by: (1) filing in the office of the secretary of state a file-marked copy of a resolution duly adopte…

Sec. 2. For the purpose of this chapter: (a) A "business trust" is an unincorporated business association which is created by a trust instrument, pursuant to common law or enabling legislation, under which property is held, managed, administered, controlled, invested, reinvested,…

Sec. 3. A business trust is hereby declared to be a permitted form of association for the conduct of business in this state, provided the provisions of this chapter are complied with, except that nothing contained in this chapter shall be construed to limit, prohibit, or invalida…

Sec. 4. (a) Any business trust, whether domestic or foreign, desiring to transact business in this state, shall file the following documents and information in the office of the secretary of state, on such forms, if any, as such secretary may prescribe: (1) An executed copy of th…

Sec. 5. Contemporaneously with the filing in the office of the secretary of state of the instruments required by section 4 of this chapter, domestic and foreign business trusts shall pay to the secretary of state an application fee of twenty dollars ($20). Formerly: Acts 1963, c.…

Sec. 6. No business trust shall transact any business in this state, except such as may be incident to its organization, until it has fully complied with sections 4 and 5 of this chapter, and in event of any violation of this section, all trustees of such business trust, except t…

Sec. 7. The trust instrument by which any business trust was created may be amended in the manner specified therein or in such manner as is valid under the common or statutory law applicable to such business trust; provided, that no such amendment adopted subsequent to the prelim…

Sec. 8. The power and authority of any business trust authorized under this chapter to transact business in this state shall be as specified in the instrument by which it was created as amended, including but not limited to general grants of power to act and limitations upon indi…

Sec. 9. Business trusts and certificates of beneficial interests in business trusts are subject to all applicable provisions of law, relating to domestic and foreign corporations, respectively, with regard to the issuance and transfer of securities, merger into a domestic corpora…

Sec. 9.1. (a) A business trust, by resolution of the trustees, may adopt a provision of law related to domestic and foreign corporations not listed under section 9 of this chapter. (b) If a business trust adopts a provision of law under subsection (a), the business trust shall: (…

Sec. 1. This article may be cited as the Uniform Business Organization Transactions Act. As added by P.L.118-2017, SEC.6.

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 tr…

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

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, S…

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.

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 oper…

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 adde…

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 …

Sec. 1. This article is applicable to all benefit corporations. As added by P.L.93-2015, SEC.3.

Sec. 2. This article does not of itself create an implication that a contrary or different rule of law is applicable to a corporation that is not a benefit corporation. As added by P.L.93-2015, SEC.3.

Sec. 3. This article does not affect a statute or rule of law that is applicable to a corporation that is not a benefit corporation. As added by P.L.93-2015, SEC.3.

Sec. 4. Except as otherwise provided in this article, IC 23-1 is generally applicable to all benefit corporations. As added by P.L.93-2015, SEC.3.

Sec. 5. The articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede this article. As added by P.L.93-2015, SEC.3.

Sec. 1. The definitions in this chapter apply throughout this article. As added by P.L.239-1983, SEC.1.

Sec. 10. "Professional corporation" means: (1) a corporation for profit organized under this article; or (2) a foreign corporation admitted to do business under this article. As added by P.L.239-1983, SEC.1.

Sec. 11. "Professional service" means any type of service that may be legally performed only by: (1) an accounting professional; (2) an architectural or engineering professional; (3) an attorney; (4) a health care professional; (5) a veterinarian; or (6) a real estate professiona…

Sec. 12. "Qualified person" means an individual, general partnership, professional corporation, or trustee of a qualified trust that is eligible under this article to own shares issued by a professional corporation. As added by P.L.239-1983, SEC.1.

Sec. 13. "Qualified trust" means one (1) of the following: (1) A trust of which the entire beneficial ownership is owned by a qualified person and the trustee is a qualified person. (2) A voting trust established under IC 23-1-31, if the beneficial owner of any shares on deposit …

Sec. 13.5. "Real estate professional" means an individual who is licensed as a real estate broker licensed under IC 25-34.1-3-4.1. As added by P.L.229-1995, SEC.4. Amended by P.L.127-2012, SEC.2.

Sec. 14. "Veterinarian" means an individual admitted to practice veterinary medicine under IC 25-38.1-3. As added by P.L.239-1983, SEC.1. Amended by P.L.2-2008, SEC.47.

Sec. 2. "Accounting professional" means an individual who is licensed as: (1) a certified public accountant under IC 25-2.1-3; (2) a public accountant under IC 25-2.1-6; or (3) an accounting practitioner under IC 25-2.1-6. As added by P.L.239-1983, SEC.1. Amended by P.L.30-1993, …

Sec. 3. "Architectural or engineering professional" means an individual who is registered as: (1) an architect under IC 25-4-1; (2) a landscape architect under IC 25-4-2; (3) a professional engineer under IC 25-31-1; or (4) a professional surveyor under IC 25-21.5. As added by P.…

Sec. 4. "Attorney" means an individual in good standing admitted to the practice of law in Indiana. As added by P.L.239-1983, SEC.1.

Sec. 5. "Bureau" means the following: (1) In the case of: (A) an accounting professional; (B) an architectural professional; (C) an engineering professional; (D) a health care professional; (E) a real estate professional; or (F) a veterinarian; the Indiana professional licensing …

Sec. 5.4. "Charitable remainder annuity trust" has the meaning set forth in Section 664(d)(1) of the Internal Revenue Code. As added by P.L.172-1996, SEC.1.

Sec. 5.6. "Charitable remainder unitrust" has the meaning set forth in Section 664(d)(2) or 664(d)(3) of the Internal Revenue Code. As added by P.L.172-1996, SEC.2.

Sec. 6. "Disqualified person" means an individual, corporation, limited liability company, partnership, fiduciary, trust, association, government agency, or other entity that for any reason is or becomes ineligible under this article to own shares issued by a professional corpora…

Sec. 7. "Foreign professional corporation" means a corporation for profit organized for the purpose of rendering professional services under the law of another state or country. As added by P.L.239-1983, SEC.1.

Sec. 8. "Health care professional" means an individual who is licensed, certified, or registered by a board (as defined in IC 25-1-9-1). However, the term does not include a veterinarian. As added by P.L.239-1983, SEC.1. Amended by P.L.150-1986, SEC.1; P.L.149-1987, SEC.15; P.L.1…

Sec. 9. "Licensing authority" means the following: (1) In the case of an accounting professional, the Indiana state board of public accountancy. (2) In the case of an architectural professional, the board of registration for architects and landscape architects. (3) In the case of…

Sec. 1. The definitions in this chapter apply throughout this article. As added by P.L.147-1988, SEC.1.

Sec. 10. "Partner" means a limited or general partner. As added by P.L.147-1988, SEC.1.

Sec. 11. "Partnership agreement" means a written agreement of the partners as to the affairs of a limited partnership and the conduct of its business. As added by P.L.147-1988, SEC.1.

Sec. 12. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. As added by P.L.147-1988, SEC.1.