Title 23, BUSINESS AND OTHER ASSOCIATIONS

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…

Sec. 14. The attorney general may maintain an action to enjoin a foreign entity from doing business in Indiana in violation of this article. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.23.

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

Sec. 3. To register to do business in Indiana, a foreign entity must deliver a foreign registration statement to the secretary of state for filing. The statement must be signed by the entity and state or be accompanied by: (1) the name of the foreign entity and, if the name does …

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(5) of th…

Sec. 5. (a) Activities of a foreign entity which do not constitute doing business in Indiana under this article include: (1) maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, includin…

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

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…

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.

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 disso…

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 o…

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…

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…

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…

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 (…

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 entit…

Sec. 1. It shall be lawful for any incorporated voluntary association heretofore incorporated or hereafter to be incorporated under the laws of this state, for the purpose of establishing and maintaining a home for the care and support of aged females, who can not support themsel…

Sec. 1. The following apply to the board of directors, committees of the board of directors, and individual directors of a benefit corporation in discharging the duties of their respective positions and in considering the best interests of the benefit corporation: (1) The board o…

Sec. 2. The consideration of interests and factors provided in section 1 of this chapter: (1) does not constitute a violation of IC 23-1-35; and (2) is in addition to the ability of directors to consider interests and factors under IC 23-1-35-1. As added by P.L.93-2015, SEC.3.…

Sec. 3. Except as otherwise provided in the bylaws of a benefit corporation, a director is not personally liable for monetary damages for: (1) any action or inaction in the course of performing the duties of a director under section 1 of this chapter if the director performed the…

Sec. 4. A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary. As added by P.L.93-2015, SEC.3.

Sec. 1. Any university, college or other institution of learning heretofore organized and now existing under special enactments of the general assembly of the state of Indiana, constituting the charter of the institution, or which now is or hereafter may be organized under the ge…

Sec. 10. After one (1) year from the date of any such stockholders' meeting, all stockholders shall be conclusively presumed to have assented to the action thereof and to have assigned their stock to said directors or trustees accordingly, unless, within such year, they shall hav…

Sec. 2. In all cases of corporations organized after March 3, 1909, desiring to accept the provisions of this chapter, the corporation shall in its articles of association specifically set forth the number of trustees, directors, or other members of its governing or administrativ…

Sec. 3. (a) All such corporations created before March 3, 1909, and existing on March 3, 1909, desiring to accept the provisions of this chapter may do so in the manner following, that is to say: At any regular meeting of the stockholders or others authorized to elect trustees or…

Sec. 4. Any postsecondary educational institution which may be organized before, on, or after March 3, 1909, under or which may otherwise become subject to the provisions of this chapter shall be deemed to have a perpetual existence by operation of law. Any two (2) or more postse…

Sec. 5. And at the same meeting of stockholders mentioned in section 3 of this chapter, or at any meeting of stockholders called for the purpose by the board of directors or trustees of such institution, upon not less than four (4) advertisements therefor, once a week for four (4…

Sec. 6. The board of directors of any such corporation is hereby authorized to buy in for the corporation the share or shares of stock of any person or persons dissatisfied with the action of the majority of stockholders provided for in section 3 or 4 of this chapter, provided su…

Sec. 7. Whenever a majority in value of the capital stock of any such corporation existing on March 3, 1909, shall have been assigned and turned over to the directors or trustees, as provided for in sections 5 and 6 of this chapter, the directors or trustees of such corporation m…

Sec. 8. (a) Should for any cause any action of the board of directors or trustees of a corporation be invalid or ineffective in whole or in part as and for a cancellation or retirement of capital stock as provided in this chapter, then the entire act of cancellation or retirement…

Sec. 9. Whenever this chapter shall have been accepted by a vote of the stockholders, as provided in section 3 of this chapter, and not less than two-thirds (2/3) of all outstanding stock of the corporation shall have been assigned and turned over to the directors or trustees for…

Sec. 1. (a) A foreign professional corporation desiring to be admitted to render professional services in Indiana must: (1) comply with IC 23-0.5-5; (2) comply with this article; (3) comply with the name requirements of IC 23-0.5-3; and (4) provide any information required by the…

Sec. 2. The certificate of admission of any foreign corporation admitted to render professional services in Indiana may be revoked at any time by the secretary of state: (1) as provided by IC 23-0.5-5-11; or (2) for failure to comply with this article. As added by P.L.239-1983, S…

Sec. 1. After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the specific written consent of each partner. As added by P.L.147-1988, SE…

Sec. 2. A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided in IC 23-16-7-2. (2) The general partner ceases to be a member of the limited par…

Sec. 3. (a) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers of, and is subject to the restrictions of, a partner in a partnership without limited partners. (b) Except as provided in this arti…

Sec. 4. (a) A general partner of a limited partnership may make contributions to the partnership, share in the profits and losses of the partnership, and share in distributions from the limited partnership as a general partner. A general partner also may make contributions and sh…

Sec. 5. (a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as the partnership agreement may provide, and may make provision for the future creation, in the manner provided in the partnership agreement,…

Sec. 1. (a) A promise by a member to make a contribution to the limited liability company is not enforceable unless the promise is written and signed by the member. (b) Except as otherwise provided in a written operating agreement, a member is obligated to the limited liability c…

Sec. 2. (a) The obligation of a member to make a capital contribution or return money or other property paid or distributed in violation of this article may be compromised only: (1) in compliance with a written operating agreement; or (2) if a written operating agreement does not…

Sec. 3. Unless otherwise provided in the operating agreement, profits and losses must be allocated on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent the contributions have been recei…

Sec. 4. Except as provided in section 5 or 5.1 of this chapter and IC 23-18-9-6, distributions of cash or other assets of a limited liability company must be shared among the members and among classes of members in the manner provided in the operating agreement. If the operating …

Sec. 5. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section. (b) Upon the occurrence of an event of dissociation under IC 23-18-6-5 that does not cause diss…

Sec. 5.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section. (b) Upon the occurrence of an event of dissociation under IC 23-18-6-5, a dissociating member is entitled to receive: (1) any distribution that the member is enti…

Sec. 6. (a) A distribution may not be made if after giving effect to the distribution: (1) the limited liability company would not be able to pay its debts as the debts become due in the usual course of business; or (2) the limited liability company's total assets would be less t…

Sec. 7. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or section 6 of this chapter is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been di…