Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 6. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law…

Sec. 7. (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 defined in subsection (d). The emergency bylaws may make all provisions necessary for managing the corporation during …

Sec. 1. Except as authorized under section 2 of this chapter, a corporation may not make distributions. As added by P.L.179-1991, SEC.1.

Sec. 2. (a) A mutual benefit corporation may purchase the corporation's memberships if, after the purchase is completed: (1) the corporation would be able to pay the corporation's debts as the debts become due in the usual course of the corporation's activities; and (2) the corpo…

Sec. 1. (a) Every corporation incorporated under this article has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation under another statu…

Sec. 2. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without…

Sec. 3. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designat…

Sec. 4. (a) In addition to any other provision contained in its articles of incorporation or bylaws or authorized by any other provision of this article, a corporation may establish one (1) or more procedures by which it regulates transactions that would, when consummated, result…

Sec. 5. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) in a proceeding by a shareholder against the corporati…

Sec. 1. A majority of the incorporators or initial directors of a corporation that has no members or has not commenced activities may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth the following: (1) The name of …

Sec. 2. (a) A corporation's board of directors may propose dissolution for submission to the members. (b) For a proposal to dissolve to be adopted, the following conditions must be met: (1) The board of directors must recommend dissolution to the members unless the board of direc…

Sec. 3. (a) After a dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth the following: (1) The name of the corporation. (2) The date dissolution was authorized. (3) A statement that dissolution was …

Sec. 4. (a) A corporation may revoke the corporation's dissolution within one hundred twenty (120) days of the effective date of the dissolution. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization permitt…

Sec. 5. (a) A dissolved corporation continues the corporation's corporate existence but may not carry on activities except those appropriate to wind up and liquidate the corporation's affairs, including the following: (1) Preserving and protecting the corporation's assets and min…

Sec. 6. (a) A dissolved corporation may dispose of the known claims against the corporation by following the procedure described in this section. (b) The dissolved corporation shall notify the corporation's known claimants in writing of the dissolution at any time after the effec…

Sec. 7. (a) A dissolved corporation may also publish notice of the corporation's dissolution and request that persons with claims against the corporation present the claims in accordance with the notice. (b) The notice must do the following: (1) Be published one (1) time in a new…

Sec. 1. (a) A circuit court or superior court may dissolve a corporation as follows: (1) In a proceeding by the attorney general if one (1) of the following is established: (A) The corporation obtained the corporation's articles of incorporation through fraud. (B) The corporation…

Sec. 1.5. (a) This section applies to the following: (1) Notwithstanding IC 23-17-1-1, all corporations organized under Indiana law for a purpose for which a corporation may be organized under this article, regardless of the date of incorporation. (2) A foreign corporation that d…

Sec. 2. (a) Venue for a proceeding brought by the attorney general against a corporation or its officers or directors lies in Marion County. Venue for a proceeding brought by any other party named under section 1 of this chapter lies in the county where: (1) a corporation's princ…

Sec. 3. (a) A court in a judicial proceeding brought by the attorney general or by any other party named under section 1 of this chapter to dissolve a public benefit or mutual benefit corporation may appoint at least one (1): (1) receiver to wind up and liquidate; or (2) custodia…

Sec. 4. (a) If after a hearing the court determines that a ground for judicial dissolution described in section 1 of this chapter exists, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall del…

Sec. 1. (a) The articles of incorporation must prescribe the number of shares that the corporation is authorized to issue. If more than one (1) class of shares is authorized by the articles of incorporation, the articles of incorporation must prescribe the number of shares in eac…

Sec. 2. (a) If the articles of incorporation so provide, the board of directors may create one (1) or more series, and may determine, in whole or in part, the preferences, limitations, and relative voting and other rights (within the limits set forth in section 1 of this chapter)…

Sec. 3. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. (b) The reacquisition, redemption, or conversi…

Sec. 4. (a) A corporation may do any one (1) or more of the following: (1) Issue fractions of a share or pay in money the value of fractions of a share. (2) Arrange for disposition of fractional shares by the shareholders. (3) Issue scrip in registered or bearer form entitling th…

Sec. 0.5. (a) As used in this section, "franchisor" has the meaning set forth in 16 CFR 436.1(k). (b) As used in this section, "franchisee" has the meaning set forth in 16 CFR 436.1(i). (c) For purposes of this chapter, a franchisor is not considered to be an employer or co-emplo…

Sec. 1. As used in this chapter: (a) "Franchise" means a contract by which: (1) a franchisee is granted the right to engage in the business of dispensing goods or services, under a marketing plan or system prescribed in substantial part by a franchisor; (2) the operation of the f…

Sec. 10.5. (a) A person who wants to offer for sale a franchise in Indiana and who is not exempt under sections 3 through 5 of this chapter shall register the franchise by notification to the commissioner on a notification form prescribed by the commissioner. The notification sha…

Sec. 11. Registration notification forms, registration renewal forms, and amendments thereto, shall be signed and verified by the franchisor. Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.168-2001, SEC.3.

Sec. 12. If the commissioner finds that: (1) the franchisor has failed to demonstrate that adequate financial arrangements have been made to fulfill obligations to provide real estate, improvements, equipment, inventory, training, or other items included in the offering; and (2) …

Sec. 13. A registration notification form filed under section 10.5 of this chapter shall be accompanied by the fee prescribed in section 43 of this chapter and by one (1) copy of a disclosure statement. The disclosure statement shall be in a form prescribed by the commissioner or…

Sec. 13.1. (a) Subject to subsection (b), a person that has a registration in effect under this chapter shall, not later than thirty (30) days after the occurrence of any material change in the information set forth in the person's disclosure statement under section 13 of this ch…

Sec. 14. (a) The commissioner may, without a hearing, issue a stop order denying the effectiveness of or suspending or revoking the effectiveness of a registration if the commissioner finds that the issuance of the order is in the public interest and also finds that: (1) there ha…

Sec. 15. (a) Upon the entry of a stop order under section 14 of this chapter, the commissioner shall notify the franchisor: (1) of the entry of the stop order; (2) of the reasons for the stop order; and (3) that, upon receipt of a written request, the matter will be set down for …

Sec. 16. The commissioner may vacate or modify a stop order if he finds that the conditions which caused its entry have changed or that it is otherwise in the public interest to do so. Formerly: Acts 1975, P.L.262, SEC.1.

Sec. 17. If no stop order under section 14 of this chapter is in effect, registration by notification takes effect upon the commissioner's receipt of the notification form. A registration by notification is effective for a period of one (1) year. Formerly: Acts 1975, P.L.262, SEC…

Sec. 18. A registration by notification may be renewed by submitting to the commissioner a registration renewal form not later than the date the registration is due to expire. Registration of the offer is renewed at the time the registration would have expired unless the franchis…

Sec. 19. A registration renewal form shall be in the form and contain the content prescribed by the commissioner and shall be accompanied by one (1) copy of the proposed disclosure statement. Each such registration renewal form shall be accompanied by the fee prescribed in sectio…

Sec. 2. This chapter applies to an offer or franchise if: (a) the offeree or franchisee is an Indiana resident; or (b) the franchised business contemplated by the offer or franchise will be or is operated in Indiana. An offer to sell is not made in this state because the franchis…

Sec. 21. Every franchisor offering franchises for sale shall maintain a complete set of books, records, and accounts of those sales. Formerly: Acts 1975, P.L.262, SEC.1.

Sec. 22. The commissioner may accept and act upon the opinions, appraisals, or reports of any experts which may be presented by a franchisor or any interested party, on any question of fact concerning the franchises proposed to be offered or sold. The commissioner may also have a…

Sec. 23. (a) Neither: (1) the fact that a registration renewal form has been filed or a registration notification form has been submitted to the commissioner under section 10.5 of this chapter; nor (2) the fact that such registration has become effective; constitutes a finding by…

Sec. 24. Before a person may offer to sell franchises under this chapter, the person shall file with the commissioner, in the form that the commissioner by rule or order prescribes, an irrevocable consent appointing the secretary of state or any successor secretary of state to be…

Sec. 26. No person shall publish or cause to be published any advertisement concerning any franchise in Indiana after the commissioner finds that the advertisement contains any statement that is false, is misleading or omits to make any statement necessary in order to make the st…

Sec. 27. It is unlawful for any person in connection with the offer, sale or purchase of any franchise, or in any filing made with the commissioner, directly or indirectly: (1) to employ any device, scheme or artifice to defraud; (2) to make any untrue statements of a material fa…

Sec. 28. A person who recovers judgment for a violation of this chapter may recover, as part of that judgment: (1) any consequential damages; (2) interest at eight percent (8%) on the judgment; and (3) reasonable attorney's fees; unless the defendant proves that the plaintiff kne…