Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 9. A director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office, unless a greater number is set forth in articles of incorporation or bylaws. However, a director elected by the board of directors …

Sec. 1. The repeal of IC 23-2-5 does not affect any: (1) rules adopted under IC 23-2-5-11; (2) action taken under IC 23-2-5; or (3) right, privilege, obligation, or liability acquired, accrued, or incurred under IC 23-2-5; as in effect before their repeal. As added by P.L.175-201…

Sec. 2. IC 23-2-5, as in effect before its repeal, exclusively governs all actions and proceedings that: (1) are pending on June 30, 2019; or (2) may be instituted after June 30, 2019, on the basis of conduct occurring before July 1, 2019. As added by P.L.175-2019, SEC.2.…

Sec. 3. Unless a license issued under IC 23-2-5, before its repeal, is suspended or revoked before the date on which the license would have expired under IC 23-2-5, before its repeal, the license is valid until the date on which the license would have expired under IC 23-2-5, bef…

Sec. 4. (a) This section applies to the extent that: (1) a statement of policy; (2) an administrative order; (3) a rule; (4) an interpretive opinion; (5) a declaratory ruling; (6) a no-action determination; (7) a condition; or (8) another action of the commissioner under IC 23-2-…

Sec. 1. This chapter applies only to a cash transaction. As added by P.L.128-2026, SEC.106.

Sec. 2. As used in this chapter, "business entity" means any: (1) bank; (2) hospital; (3) health care provider; (4) sole proprietorship; (5) corporation; (6) limited liability company; (7) association; (8) partnership; (9) joint stock company; (10) joint venture; (11) mutual fund…

Sec. 3. For purposes of this chapter, "total transaction amount" means the amount of the transaction prior to any tax imposed in addition to any tax imposed on the transaction and paid to the business entity, regardless of whether the tax is required to be separately stated or wh…

Sec. 4. (a) For a total transaction amount payable to a business entity, except as provided in subsection (b), the business entity may round the total transaction amount for all transactions with a number other than zero (0) or five (5) in the second decimal place by either: (1) …

Sec. 1. (a) A director shall, based on facts then known to the director, discharge duties as a director, including the director's duties as a member of a committee, as follows: (1) In good faith. (2) With the care an ordinarily prudent person in a like position would exercise und…

Sec. 2.5. (a) This section applies unless the articles of incorporation or bylaws of a corporation provide otherwise. (b) Subject to subsection (c), a contract or transaction between: (1) a corporation and one (1) or more of the corporation's members, directors, members of a desi…

Sec. 3. (a) A corporation may not: (1) lend money to; or (2) guarantee the obligation of; a director or an officer of the corporation. (b) A loan or guaranty that is made in violation of this section does not affect the borrower's liability on the loan. As added by P.L.179-1991, …

Sec. 4. (a) Subject to section 1(d) of this chapter, a director who votes for or assents to a distribution made in violation of this article or articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds the amount that could …

Sec. 1. All provisions of the Constitution of the United States, the Constitution of the State of Indiana, and IC 1-1 apply to this article. As added by P.L.8-1993, SEC.301.

Sec. 2. All references to this article in the articles of organization, operating agreement, and other rules that govern the internal affairs of a limited liability company are considered references to IC 23-0.5 and IC 23-0.6 also. As added by P.L.118-2017, SEC.109.

Sec. 1. (a) Unless otherwise provided in articles of incorporation or bylaws, a corporation must have a president, a secretary, a treasurer, and other officers appointed by the board of directors. (b) Bylaws or a board of directors must delegate to one (1) of the officers the res…

Sec. 2. An officer shall perform the duties set forth in bylaws or, to the extent consistent with bylaws, the duties prescribed: (1) in a resolution of the board of directors; or (2) by direction of an officer authorized by the board of directors to prescribe the duties of other …

Sec. 3. (a) An officer may resign at any time by delivering notice to one (1) of the following: (1) The board of directors, the chairman of the board of directors, or the secretary of the corporation. (2) If articles of incorporation or bylaws provide, to another designated offic…

Sec. 4. (a) The election or appointment of an officer does not create contract rights. (b) An officer's removal does not affect the officer's contract rights with the corporation. An officer's resignation does not affect the corporation's contract rights with the officer. Removal…

Sec. 1. Except as otherwise provided by this article, the definitions set forth in this chapter apply throughout this article. As added by P.L.118-2017, SEC.5.

Sec. 10. "Filed record" means a record filed by the secretary of state under this article. As added by P.L.118-2017, SEC.5.

Sec. 11. "Filing entity" means a business corporation, a nonprofit corporation, a limited liability partnership, a limited partnership, or a limited liability company. As added by P.L.118-2017, SEC.5.

Sec. 12. "Foreign", with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than Indiana. As added by P.L.118-2017, SEC.5.

Sec. 13. "General partnership" means a domestic general partnership formed under or subject to IC 23-4-1 or a foreign general partnership. The term includes a limited liability partnership except for the purposes of IC 23-0.5-3-4. As added by P.L.118-2017, SEC.5.

Sec. 14. "Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governing person, agent, assignee, or proxy, to: (1) receive or demand access to information concerning, or the books and records of, the entity; (2) v…

Sec. 15. "Governing person" means: (1) a director of a business corporation; (2) a director or trustee of a nonprofit corporation; (3) a general partner of a general partnership; (4) a general partner of a limited partnership; (5) a manager of a manager-managed limited liability …

Sec. 16. "Interest" means: (1) a share in a business corporation; (2) a membership in a nonprofit corporation; or (3) a governance interest or economic interest in any other type of unincorporated entity. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.1.…

Sec. 17. "Interest holder" means: (1) a shareholder of a business corporation; (2) a member of a nonprofit corporation; (3) a general partner of a general partnership; (4) a general partner of a limited partnership; (5) a limited partner of a limited partnership; (6) a member of …

Sec. 18. "Jurisdiction", used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. As added by P.L.118-2017, SEC.5.

Sec. 19. "Jurisdiction of formation" means the jurisdiction whose law includes the law for formation of an entity. As added by P.L.118-2017, SEC.5.

Sec. 2. "Biennial report" means the report required by IC 23-0.5-2-13. As added by P.L.118-2017, SEC.5.

Sec. 20. "Limited liability company" means a domestic limited liability company formed under or subject to IC 23-18, a domestic series limited liability company formed under or subject to IC 23-18.1, a foreign limited liability company, or a foreign series limited liability compa…

Sec. 21. "Limited liability partnership" means a domestic limited liability partnership registered under or subject to IC 23-4-1-45 through IC 23-4-1-46 or a foreign limited liability partnership. As added by P.L.118-2017, SEC.5.

Sec. 22. "Limited partnership" means a domestic limited partnership formed under or subject to IC 23-16 or a foreign limited partnership. As added by P.L.118-2017, SEC.5.

Sec. 23. "Noncommercial registered agent" means a person that is not a commercial registered agent and is: (1) an individual or domestic or foreign entity that serves in this state as the registered agent of an entity; or (2) an individual who holds the office or other position i…

Sec. 24. "Nonprofit corporation" means a domestic nonprofit corporation incorporated under or subject to IC 23-17 or a foreign nonprofit corporation. As added by P.L.118-2017, SEC.5.

Sec. 25. "Nonregistered foreign entity" means a foreign entity that is not registered to do business in Indiana under a statement of registration filed by the secretary of state. As added by P.L.118-2017, SEC.5.

Sec. 26. "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. As added by P.L.118-2017, SEC.5.

Sec. 27. "Organic rules" means the public organic record and private organic rules or governing agreements of an entity. As added by P.L.118-2017, SEC.5.

Sec. 28. "Person" means an individual, business corporation, nonprofit corporation, general partnership, limited partnership, limited liability company, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentali…

Sec. 29. (a) Except as provided in subsection (b), "principal office" means the usual place of business, headquarters, or other office at which a governing person of an entity is commonly present. (b) For entities subject to IC 23-0.5-8-4, "principal office" means an entity's con…

Sec. 3. "Business corporation" means a domestic business corporation incorporated under or subject to IC 23-1, IC 23-1.3, or IC 23-1.5 or a foreign business corporation. As added by P.L.118-2017, SEC.5.

Sec. 30. "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes: (1) the bylaws of a business corporation…

Sec. 31. "Proceeding" includes a civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action. As added by P.L.118-2017, SEC.5.

Sec. 32. "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest in such property. As added by P.L.118-2017, SEC.5.

Sec. 33. "Public organic record" means: (1) the articles of incorporation of a business corporation; (2) the articles of incorporation of a nonprofit corporation; (3) the certificate of limited partnership of a limited partnership; (4) the certificate of registration of a limited…