Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 32. Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule adopted or order issued under this chapter, the commissioner may in the commissioner's d…

Sec. 33. (a) The commissioner may in his discretion make such investigations as he deems necessary to determine whether any person has violated or is about to violate any provision of this chapter. (b) For the purpose of any investigation or proceeding under this chapter, the com…

Sec. 34. (a) If it appears to the commissioner that: (1) the offer of any franchise is subject to registration under this chapter and it is being, or it has been, offered for sale without such offer first being registered; or (2) a person has engaged in or is about to engage in a…

Sec. 35. If, in the opinion of the commissioner, the offer of any franchise exempt from registration under this chapter is being or has been offered for sale without complying with sections 3 and 27, the commissioner may order the franchisor or offeror of such franchise to cease …

Sec. 36. The commissioner may refer such evidence as is available concerning any violation of this chapter to the prosecuting attorney of the county in which the violation occurred, who may, with or without such a reference, institute appropriate criminal proceedings under this c…

Sec. 37. A person who knowingly violates this chapter commits a Level 5 felony. Formerly: Acts 1975, P.L.262, SEC.1. As amended by Acts 1978, P.L.2, SEC.2307; P.L.158-2013, SEC.262.

Sec. 38. When any person engages in conduct prohibited by this chapter, whether or not he has filed a consent to service of process under section 24 and personal jurisdiction over him cannot otherwise be obtained in this state, that conduct shall be considered equivalent to his a…

Sec. 39. The burden of proof of the entitlement to any exemption or classification provided in this chapter, in any civil or criminal proceeding is on the party claiming the exemption or classification. Formerly: Acts 1975, P.L.262, SEC.1.

Sec. 4. The offer of sale of a franchise by a franchisee who is not an affiliate of the franchisor for his own account is exempt from section 9 if the offer or sale is not effected by or through a franchisor. A sale is not effected by or through a franchisor if a franchisor is en…

Sec. 40. In any civil or criminal proceeding under this chapter a certificate duly signed by the commissioner showing compliance or noncompliance with this chapter respecting the franchise in question or respecting compliance or noncompliance with this chapter by any person const…

Sec. 41. Copies of any statements and documents filed in the office of the secretary of state and of any records of the secretary of state certified by the commissioner are admissible in any civil or criminal proceeding under this chapter to the same effect as the original of suc…

Sec. 42. This chapter shall be administered by the office of the secretary of state of Indiana through the commissioner. Formerly: Acts 1975, P.L.262, SEC.1.

Sec. 43. (a) All fees and funds of whatever character accruing from the administration of this chapter shall be: (1) accounted for by the secretary of state; (2) paid into the state treasury monthly; and (3) placed in the same account of the state general fund as established by I…

Sec. 44. An appeal may be taken by any person from any final order of the commissioner affecting such person in the same manner as prescribed in IC 23-19-6-9. Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.27-2007, SEC.12.

Sec. 45. In connection with the administration and enforcement of the provisions of this chapter, it is hereby made the duty of the attorney general of Indiana to render all necessary assistance to the commissioner upon the commissioner's request, and to that end the attorney gen…

Sec. 46. Neither the secretary of state nor the commissioner, nor any employee of the securities division shall be liable in their individual capacity, except to the state of Indiana, for any act done or omitted in connection with the performance of their respective duties under …

Sec. 47. All provisions of this chapter delegating and granting power to the secretary of state, the securities division and the commissioner shall be liberally construed to the end that the practice or commission of fraud may be prohibited and prevented, disclosure of sufficient…

Sec. 48. (a) All registration notification forms, registration renewal forms, applications to amend registrations, reports, and other papers and documents filed with the commissioner under this chapter shall be open to public inspection. The commissioner may publish any informati…

Sec. 49. Nothing in this chapter shall be construed to relieve corporations or other business organizations from making reports required by law to be made to the secretary of state, or any other state officer, or paying the fees to be paid by corporations or other business organi…

Sec. 5. Section 9 does not apply to an offer or sale which the commissioner, by rule or order, exempts as not being comprehended within the purposes of this law and the registration of which he finds is not necessary or appropriate in the public interest or for the protection of …

Sec. 50. IC 4-21.5 does not apply to proceedings under this chapter. Formerly: Acts 1975, P.L.262, SEC.1. As amended by P.L.7-1987, SEC.103.

Sec. 51. (a) Any designated family member of a deceased service station franchisee may succeed to the ownership of the existing agreement if all of the following conditions are met: (1) The designated family member gives the service station franchisor written notice of the intent…

Sec. 6. The commissioner may, without a hearing, issue a stop order denying or revoking any exemption specified in sections 3, 4, or 5 with respect to an offer or sale if he finds that it is in the public interest and either: (a) that there has been a failure to comply with any o…

Sec. 7. (a) Upon the entry of a stop order under section 6 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 he…

Sec. 8. (a) The commissioner may determine whether any proposed offer or sale is entitled to an exemption. However, the commissioner may decline to exercise that authority as to any such offer or sale. Any interested party desiring the commissioner to exercise the authority to de…

Sec. 9. No person may offer or sell any franchise: (1) unless the franchise is registered under this chapter or is exempt from such registration under sections 3 through 5 of this chapter; and (2) without first providing to the prospective franchisee at least ten (10) days prior …

Sec. 1. As used in this chapter, "CMRA" refers to a commercial mail receiving agency. As added by P.L.96-2025, SEC.5.

Sec. 2. A person may operate a CMRA in Indiana if the person delivers to the secretary of state for filing a CMRA intent to file statement signed by the person, which states: (1) the name of the individual or the name of the entity, the type of entity, and the jurisdiction of for…

Sec. 3. (a) If a person lists the address of a CMRA in any filing with the secretary of state's office the person must provide: (1) an electronic mail address at which the person may be contacted; and (2) customer information, including names, addresses, and contact information, …

Sec. 4. (a) A person that operates a CMRA in Indiana that knows or reasonably should know that an address that the CMRA has provided has been used as a contact address shall notify the secretary of state of the closure of a CMRA account not later than sixty (60) days after closur…

Sec. 5. If a person operating a CMRA in Indiana violates any of the requirements described in this chapter or provides information to the secretary of state that the person knows to be false, the person may be prohibited from operating a CMRA in Indiana by the secretary of state.…

Sec. 1. Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation (as defined in Section 509(a) of the Internal Revenue Code of 1986, as amended) shall do the following: (1) Distribute amounts for each taxable year at a tim…

Sec. 1. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms o…

Sec. 2. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benef…

Sec. 3. (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 2 of this chapter) or specified in the subscription…

Sec. 4. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection may be in the for…

Sec. 5. (a) A corporation, acting through its board of directors, may create or issue rights, options, or warrants for the purchase of shares or other securities of the corporation or any successor in interest of the corporation. The board of directors shall determine the terms u…

Sec. 6. (a) Shares may but need not be represented by certificates. Unless this article or another statute expressly provides otherwise, the rights and obligations of shareholders of the same class or series of shares are identical whether or not their shares are represented by c…

Sec. 7. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already…

Sec. 8. (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of any class or series of shares of the corporation. A restri…

Sec. 9. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. As added by P.L.149-1986, SEC.10.

Sec. 1. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. (b) A statement included in the articles of incorporation that "the corporation elects to have …

Sec. 2. (a) A corporation may acquire its own shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the re…

Sec. 1. It is unlawful for any franchise agreement entered into between any franchisor and a franchisee who is either a resident of Indiana or a nonresident who will be operating a franchise in Indiana to contain any of the following provisions: (1) Requiring goods, supplies, inv…

Sec. 2. It is unlawful for any franchisor who has entered into any franchise agreement with a franchisee who is either a resident of Indiana or a nonresident operating a franchise in Indiana to engage in any of the following acts and practices in relation to the agreement: (1) Co…

Sec. 3. Unless otherwise provided in the agreement, any termination of a franchise or election not to renew a franchise must be made on at least ninety (90) day's notice. As added by Acts 1976, P.L.116, SEC.1.