Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 8. (a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with any law or the articles …

Sec. 9. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency under subsection (d). Emergency bylaws may make all provisions necessary for managing the corporation during an emerge…

Sec. 1. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section. (b) Except as provided in subsection (c), each member is an agent of the limited liability comp…

Sec. 1.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section. (b) Except as provided in subsection (c) or the articles of organization, each member is an agent of the limited liability company for the purpose of the limited …

Sec. 2. (a) Except as provided in subsection (b), notice to a member of a matter relating to the business or affairs of the limited liability company and the knowledge of the member acting in the particular matter acquired while a member or of which the person had knowledge at th…

Sec. 2.5. If the written operating agreement of a limited liability company provides for officers as permitted by IC 23-18-4-4(a)(3), the following apply: (1) Each officer has those powers and duties: (A) set forth, generally or specifically in the written operating agreement; or…

Sec. 2.6. Section 2.5 of this chapter and IC 23-18-4-4(a)(3) are not intended to adversely affect the validity of: (1) any provision of a written operating agreement in effect before July 1, 2014, that: (A) provides for an officer or officers; or (B) sets forth the powers or duti…

Sec. 3. (a) A member, a manager, an agent, or an employee of a limited liability company is not personally liable for the debts, obligations, or liabilities of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any othe…

Sec. 4. (a) This article does not alter any law applicable to the relationship between a person rendering professional services and a person receiving professional services, including liability arising out of the professional services. (b) A person rendering professional services…

Sec. 5. A member of a limited liability company may not be made a party to a proceeding by or against a limited liability company solely by reason of being a member of the limited liability company, except: (1) when the object of the proceeding is to enforce a member's right agai…

Sec. 1. It is unlawful for a person to offer or sell a security in this state unless: (1) the security is a federal covered security; (2) the security, transaction, or offer is exempted from registration under IC 23-19-2-1 through IC 23-19-2-3; or (3) the security is registered u…

Sec. 2. (a) With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. 77r(b)(2)), that is not otherwise exempt under IC 23-19-2-1 through IC 23-19-2-3, a rule adopted or order issued under this article may require the fili…

Sec. 3. (a) A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section. (b) A registration statement and accompanying records under this section must conta…

Sec. 4. (a) A security may be registered by qualification under this section. (b) A registration statement under this section must contain the information or records specified in section 5 of this chapter, a consent to service of process complying with IC 23-19-6-11, and, if requ…

Sec. 5. (a) A registration statement under section 3 or 4 of this chapter may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this article. (b) A person filing a registration statement shall pay a filing fee of five…

Sec. 6. (a) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the commissioner finds that the order is in the public interest and that: (1) the registration statement as of its effective d…

Sec. 7. The commissioner may waive or modify, in whole or in part, any or all of the requirements of sections 2, 3, and 4(b) of this chapter or the requirement of any information or record in a registration statement or in a periodic report filed under section 5(i) of this chapte…

Sec. 1. (a) A person may not engage in the activities of a loan broker in Indiana unless the person first obtains a: (1) unique identifier from the Nationwide Multistate Licensing System; and (2) loan broker license from the commissioner. (b) A person desiring to engage in the ac…

Sec. 2. (a) An individual may not act as a manager in Indiana unless the individual first obtains a: (1) unique identifier from the Nationwide Multistate Licensing System; and (2) license under this article. (b) An individual may not act as a mortgage loan originator in Indiana u…

Sec. 3. An individual may not engage in loan processing activities unless the individual: (1) is employed by a loan processing company; and (2) has met the requirements described in IC 23-2.5-5-4. As added by P.L.175-2019, SEC.2. Amended by P.L.205-2021, SEC.3.

Sec. 4. (a) A loan broker may not operate a branch office in Indiana unless the loan broker first obtains a: (1) unique identifier from the Nationwide Multistate Licensing System; and (2) branch office license from the commissioner. (b) A loan broker shall apply to the commission…

Sec. 5. Before engaging in loan processing activities, a loan processing company shall file a loan processing company notice filing. As added by P.L.175-2019, SEC.2.

Sec. 6. A registered mortgage loan originator is not required to obtain a license under this article. As added by P.L.205-2021, SEC.4.

Sec. 1. (a) A master limited liability company must be organized in accordance with IC 23-18-2 and its articles of organization must authorize the designation of one (1) or more series. (b) A foreign master limited liability company must be: (1) authorized to transact business in…

Sec. 2. (a) Subject to subsection (b), an existing limited liability company may become a master limited liability company under this article by amending its articles of organization to contain, in addition to any content requirements for articles of organization under IC 23-18, …

Sec. 3. (a) This section does not apply to a limited liability company that is a party to a merger if the members are not entitled to vote on the merger under IC 23-0.6-2-3. (b) If: (1) a domestic entity that is not a series limited liability company is a party to: (A) a merger, …

Sec. 4. (a) Subject to subsection (b), a series limited liability company may terminate its status as a series limited liability company and cease to be subject to this article by amending its articles of organization to delete the statement in its articles of organization requir…

Sec. 5. (a) This section does not apply to a limited liability company that is a party to a merger if the members of the limited liability company are not entitled to vote on the merger under IC 23-0.6-2-3. (b) If a plan of merger, consolidation, conversion, or share exchange wou…

Sec. 6. A sale, lease, exchange, or other disposition of all or substantially all of the assets of a series limited liability company is not effective unless one (1) or more of the following apply: (1) The transaction is in the usual and regular course of business. (2) The transa…