Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 5. Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by IC 23-1-37, a benefit director is not personally liable for an act or omission in the capac…

Sec. 6. The benefit director of a professional corporation is not required to be independent. As added by P.L.93-2015, SEC.3.

Sec. 7. (a) The articles of incorporation or bylaws of a benefit corporation must provide that the persons or shareholders who perform the duties of the board of directors include a person with the powers, duties, rights, and immunities of a benefit director if the articles of in…

Sec. 1. Any university, college, or other institution of learning organized before April 9, 1907, and existing on April 9, 1907, under special enactments of the general assembly of the state of Indiana constituting the charter of the institution, or which is organized on or after…

Sec. 2. In all cases of corporations organized after April 9, 1907, desiring to accept the provisions of this chapter, the corporation shall, in its articles of association, specifically set forth the number of the trustees or other members of its governing or administrative boar…

Sec. 3. All corporations created before April 9, 1907, and existing on April 9, 1907, desiring to accept the provisions of this chapter, may do so in the manner following, that is to say: The board of trustees, or the joint board of trustees and visitors, or other governing body …

Sec. 1. The contribution of a partner may be: (1) in cash, property, or services rendered; or (2) a promissory note or other obligation to contribute cash or property or to perform services. As added by P.L.147-1988, SEC.1.

Sec. 2. (a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any …

Sec. 3. The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on …

Sec. 4. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes and groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be ma…

Sec. 0.5. A limited liability company formed under this article or a foreign limited liability company admitted to transact business in Indiana under IC 23-0.5-5 may have at least one (1) member. As added by P.L.34-1997, SEC.16. Amended by P.L.118-2017, SEC.104.

Sec. 1. (a) Subject to subsection (b), a person may become a member in a limited liability company: (1) in the case of a person acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or if the operating agreement does not p…

Sec. 2. The interest of a member in a limited liability company is personal property. As added by P.L.8-1993, SEC.301.

Sec. 2.5. (a) Unless otherwise limited or prohibited in a written operating agreement, any member interest in a limited liability company: (1) may be designated as a transfer on death property under IC 32-17-14, with: (A) the member as the owner of the interest; and (B) one (1) o…

Sec. 3. (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 a written operating agreement: (1) an interest is assignable in whole…

Sec. 3.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section. (b) Except as provided in a written operating agreement: (1) an interest is assignable in whole or in part; (2) an assignment entitles the assignee to receive, to…

Sec. 4. (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 otherwise provided in a written operating agreement, if a limited liability compa…

Sec. 4.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section. (b) Except as otherwise provided in a written operating agreement, if a limited liability company has at least two (2) members, an assignee of an interest may bec…

Sec. 5. (a) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events: (1) The person withdraws from the limited liability company as provided in section 6 of this chapter. (2) The person ceases to be a member as provided in …

Sec. 6. (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) Unless a written operating agreement provides that a member does not have the power to with…

Sec. 6.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section. (b) Unless otherwise provided in a written operating agreement, a member may not withdraw from a limited liability company before the dissolution and winding up o…

Sec. 7. (a) On application to a court with jurisdiction by a judgment creditor of a member, the court may charge the interest of the member in the limited liability company with the payment of the unsatisfied amount of the judgment with interest. (b) To the extent the court charg…

Sec. 1. (a) This article shall be administered by a division of the office of the secretary of state. The secretary of state shall appoint a securities commissioner who shall be responsible for the direction and supervision of the division and the administration of this article u…

Sec. 10. (a) IC 23-19-3-1, IC 23-19-3-2, IC 23-19-4-1(a), IC 23-19-4-2(a), IC 23-19-4-3(a), IC 23-19-4-4(a), IC 23-19-5-1, IC 23-19-5-6, IC 23-19-5-9, and IC 23-19-5-10 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made i…

Sec. 11. (a) An irrevocable consent to service of process required by this article must be signed and filed in the form required by a rule or order under this article. A consent appointing the secretary of state as the person's agent for service of process in an action or proceed…

Sec. 2. (a) The commissioner may: (1) conduct public or private investigations within or outside this state which the commissioner considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this article or a rule adopted or…

Sec. 3. (a) If the commissioner believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this article or a rule adopted or order issued under this article or that a person has, is, or is about to…

Sec. 4. (a) If the commissioner determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this article or a rule adopted or order issued under this article or that a person has materially aided,…

Sec. 5. (a) The commissioner may: (1) issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this article and may repeal rules, including rules and forms governing registration statements, applications, notice filings…

Sec. 6. (a) The commissioner shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisers, and investment adviser…

Sec. 7. (a) Except as otherwise provided in subsection (b), records obtained by the commissioner or filed under this article, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for in…

Sec. 8. (a) The commissioner shall, in its discretion, cooperate, coordinate, consult, and, subject to section 7 of this chapter, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the Se…

Sec. 9. (a) An appeal may be taken by: (1) any issuer, investment adviser, or registered broker-dealer whose application for registration of an issue of securities may have been granted or denied, from any final order of the commissioner respecting that application or registratio…

Sec. 1. (a) An applicant for an initial license under IC 23-2.5-4 shall provide to the commissioner evidence that, during the twenty-four (24) month period immediately preceding the application, the applicant completed at least twenty (20) hours of academic education that is acce…

Sec. 2. (a) To maintain a license issued under IC 23-2.5-4, an individual shall provide to the commissioner evidence that the individual has, during each calendar year after the year during which the license is initially issued, completed at least eight (8) hours of academic educ…

Sec. 3. If a license issued under IC 23-2.5-4 lapses or expires for a period of at least five (5) years, the former licensee must complete the initial license educational requirements specified in section 1 of this chapter. As added by P.L.175-2019, SEC.2.

Sec. 4. (a) In determining the acceptability of academic education, the commissioner shall consider approval of a licensee's internal academic education programs completed by employees. (b) The commissioner may charge a fee, in an amount prescribed by the commissioner, for the co…

Sec. 5. (a) The commissioner shall require an applicant for licensure as a mortgage loan originator under IC 23-2.5-4 to pass a written examination prepared and administered by the commissioner or an agent appointed by the commissioner and approved by the Nationwide Multistate Li…

Sec. 6. If an individual who has been issued a mortgage loan originator license under this article, or a license or registration issued by another state or jurisdiction allowing the individual to perform mortgage loan origination activities: (1) allows the individual's license or…

Sec. 7. If an individual does not obtain a license within two (2) years after the date on which the individual passes the written examination for the license as required by this chapter, the commissioner may not issue the license to the individual unless the individual passes the…

Sec. 1. A master limited liability company is formed by filing articles of organization with the office of the secretary of state. In addition to the requirements established in IC 23-18-2-4, a master limited liability company must state in its articles of organization that it is…

Sec. 2. (a) Articles of designation shall be filed for each respective series. (b) The articles of designation must contain the following: (1) The name of the series. (2) A statement as to whether the series is member or manager managed. (c) The filing of the articles of designat…

Sec. 3. (a) A series with limited liability may be amended by filing with the secretary of state articles of designation. (b) The articles of designation must contain all the following to amend the series: (1) The name of the series. (2) The date that the articles of designation …

Sec. 4. (a) A series with limited liability may be dissolved by filing with the secretary of state articles of designation. The articles of designation must contain all the following to dissolve the series: (1) The name of the series being dissolved. (2) The date the articles of …

Sec. 5. Articles of designation of a series may be executed by the master limited liability company or any manager, person, or entity designated as an officer or authorized person or entity to execute contracts or certificates in the operating agreement for the master limited lia…

Sec. 6. The fees established in IC 23-0.5-9 apply to any documents under this article delivered to the secretary of state for filing. As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.114.