Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 10. (a) "Specific public benefit" means a benefit that serves: (1) one (1) or more public welfare, religious, charitable, scientific, literary, or educational purposes; or (2) other purposes or benefits beyond the strict interests of the shareholders of the benefit corporati…

Sec. 11. "Subsidiary" means, in relation to a person, a business entity in which the person owns at least fifty percent (50%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised. As added by P.L…

Sec. 12. "Third party standard" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is: (1) comprehensive because it assesses the effect of the benefit corporation and the benefit corporation's operations upon the…

Sec. 2. The definitions in this chapter apply throughout this article. As added by P.L.93-2015, SEC.3.

Sec. 3. "Benefit corporation" means a corporation to which both the following apply: (1) The corporation has elected to become subject to this article. (2) The status of the corporation as a benefit corporation has not been terminated. As added by P.L.93-2015, SEC.3.

Sec. 4. "Benefit director" refers to an individual designated as the benefit director of a benefit corporation under IC 23-1.3-6. As added by P.L.93-2015, SEC.3.

Sec. 5. "Benefit enforcement proceeding" means any claim, action, or proceeding for: (1) the failure of a benefit corporation to pursue or create: (A) general public benefit; or (B) a specific public benefit if the benefit corporation identified a specific public benefit purpose …

Sec. 6. "Benefit officer" means an individual designated as the benefit officer of a benefit corporation under IC 23-1.3-8. As added by P.L.93-2015, SEC.3.

Sec. 7. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third party standard, from the business and operations of a benefit corporation. As added by P.L.93-2015, SEC.3.

Sec. 8. "Independent" means a person that has no material relationship with a benefit corporation or a subsidiary of the benefit corporation. As added by P.L.93-2015, SEC.3.

Sec. 9. "Minimum status vote" means the following: (1) For a corporation, in addition to any other required approval or vote, a vote in which: (A) the shareholders of every class or series of shares are entitled to vote as a separate voting group on the corporate action regardles…

Sec. 1. IC 23-1 applies to professional corporations formed under this article. However, in the event of a conflict between this article and IC 23-1, this article applies. As added by P.L.239-1983, SEC.1.

Sec. 11.1. A professional corporation must file a biennial report under IC 23-0.5-2-13. As added by P.L.34-1997, SEC.4. Amended by P.L.52-2018, SEC.40.

Sec. 2. All administrative functions, duties, and responsibilities assigned by this article to any licensing authority shall be performed by the appropriate bureau. As added by P.L.239-1983, SEC.1.

Sec. 3. (a) Except as provided in subsections (c) and (d) and IC 25-2.1-5, a professional corporation may be formed to render professional services as follows: (1) One (1) or more accounting professionals may form a professional corporation to render services that may legally be …

Sec. 4. The directors of a professional corporation and all the officers other than the secretary and the treasurer must be qualified persons with respect to the corporation. As added by P.L.239-1983, SEC.1.

Sec. 5. (a) A professional corporation may render professional services only through individuals permitted to render such services in Indiana. However, individuals who are not usually and ordinarily considered by custom and practice to be rendering professional services (such as …

Sec. 6. (a) An individual who renders professional services as an employee of a professional corporation is liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered such services as a sole practitioner. (b) An i…

Sec. 7. (a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient is the same as if the individual performed such services as a sole practitioner. (b) The relationship between a professional co…

Sec. 9.1. The secretary of state may issue a certificate of incorporation under this article if the articles of incorporation: (1) meet the requirements of all of the following: (A) IC 23-1-21-2; (B) IC 23-0.5-3, with respect to names; and (C) this article; and (2) include any ot…

Sec. 0.2. The repeal of IC 23-4-2 by P.L.147-1988 does not impair: (1) or otherwise affect the organization or the continued existence of a limited partnership existing before July 1, 1988; or (2) any contract or affect any right accrued before July 1, 1988. As added by P.L.220-2…

Sec. 6. (a) Each limited partnership shall keep at the office required under section 3(a) of this chapter (before its repeal) or IC 23-0.5-4 the following: (1) A current list of the full name and last known mailing address of each partner (specifying separately the general partne…

Sec. 7. A limited partnership may carry on any business that a partnership without limited partners may carry on. This article does not authorize a limited partnership to make insurance within the meaning of IC 27-1. As added by P.L.147-1988, SEC.1.

Sec. 8. (a) Except as provided in the partnership agreement, a partner may: (1) lend money to; (2) borrow money from; (3) act as guarantor or surety for; (4) provide collateral for the obligations of; and (5) transact other business; with the limited partnership. (b) Except as pr…

Sec. 9. (a) A domestic or foreign limited partnership may indemnify a person made a party to an action because the person is or was a partner, employee, officer, or agent of the partnership against liability incurred in the action if: (1) the person's conduct was in good faith; a…

Sec. 1. The definitions in this chapter apply throughout this article. As added by P.L.179-1991, SEC.1.

Sec. 10. (a) "Distribution" means a direct or an indirect transfer of money or other property or incurrence or transfer of indebtedness by a corporation to or for the benefit of a person. (b) The term includes a dividend and a purchase, redemption, or other acquisition of members…

Sec. 11. (a) "Domestic corporation" means a public benefit, mutual benefit, or religious corporation incorporated under or subject to this article. (b) The term does not include a foreign corporation. As added by P.L.179-1991, SEC.1.

Sec. 12. "Entity" includes the following: (1) A domestic corporation or a foreign corporation. (2) A corporation incorporated under IC 23-1 or a foreign corporation admitted to do business under IC 23-1. (3) A corporation incorporated under any other statute. (4) A for-profit or …

Sec. 13. "Foreign corporation" means a corporation incorporated as a nonprofit corporation under a law other than an Indiana law. As added by P.L.179-1991, SEC.1.

Sec. 14. "Governmental subdivision" includes authority, county, district, and municipality. As added by P.L.179-1991, SEC.1.

Sec. 15. "Individual" means a natural person. The term includes the estate of an incompetent or a deceased individual. As added by P.L.179-1991, SEC.1.

Sec. 16. "Mail" means either of the following: (1) First class, certified, or registered United States mail, postage prepaid. (2) Private carrier service, fees prepaid or billed to the sender. As added by P.L.179-1991, SEC.1.

Sec. 17. (a) "Member" means a person who, on more than one (1) occasion, has the right to vote for the election of a director under a corporation's articles of incorporation or bylaws. (b) A person is not a member because of any of the following: (1) Any rights the person has as …

Sec. 18. "Membership" means the rights and obligations a member has under a corporation's articles of incorporation, bylaws, and this article. As added by P.L.179-1991, SEC.1.

Sec. 19. "Mutual benefit corporation" means a domestic corporation that: (1) is formed as a mutual benefit corporation under this title; (2) is designated a mutual benefit corporation by another law; or (3) is not a public benefit corporation or religious corporation. As added by…

Sec. 2. "Approved by the members" means the votes cast favoring an action exceed the votes cast opposing the action: (1) at a duly held meeting at which a quorum is present; or (2) by a written ballot or written consent in conformity with this article unless this article, article…

Sec. 20. "Person" means an individual or entity. As added by P.L.179-1991, SEC.1.

Sec. 21. "Principal office" has the meaning set forth in IC 23-0.5-1.5-29. As added by P.L.179-1991, SEC.1. Amended by P.L.119-2015, SEC.49; P.L.118-2017, SEC.86; P.L.96-2025, SEC.9.

Sec. 22. "Proceeding" includes a civil suit and a criminal, an administrative, and an investigatory action. As added by P.L.179-1991, SEC.1.

Sec. 23. "Public benefit corporation" means a domestic corporation that is the following: (1) Either: (A) formed as a public benefit corporation under this title; (B) designated as a public benefit corporation by another law; (C) recognized as tax exempt under Section 501(c)(3) o…

Sec. 24. "Record date" means the date established under this title on which a corporation determines the identity of the corporation's members for the purposes of this article. As added by P.L.179-1991, SEC.1.

Sec. 25. "Religious corporation" means a domestic corporation that is: (1) formed as a religious corporation under this title; (2) designated a religious corporation by another law; or (3) organized primarily or exclusively for religious purposes. As added by P.L.179-1991, SEC.1.…

Sec. 26. "Secretary" means the corporate officer to whom a board of directors has delegated responsibility under IC 23-17-14-1(b) for: (1) custody of the minutes of the meetings of a board of directors and members; and (2) authenticating the records; of a corporation. As added by…

Sec. 27. (a) "Vote" includes authorization by written ballot, and "voting" or "casting a vote" includes the giving of written consent. (b) Even if a person entitled to vote characterizes the conduct as voting or casting a vote, the term does not include: (1) recording the fact of…

Sec. 28. (a) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made. (b) The term does not include a vote that is contingent upon the happening of a condition or an event that has not …