Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 2. As used in this chapter, "announcement date", when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. As added by P.L.149-1986, SEC.27.

Sec. 20. This chapter does not apply to any business combination of a resident domestic corporation that does not, as of the share acquisition date, have a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Exchange Act, unless t…

Sec. 21. This chapter does not apply to any business combination of a resident domestic corporation the articles of incorporation of which have been amended to provide that the resident domestic corporation is subject to this chapter and that has not had a class of voting shares …

Sec. 22. This chapter does not apply to any business combination of a resident domestic corporation: (1) the original articles of incorporation of which contain a provision expressly electing not to be governed by this chapter; (2) that, before the earlier of: (A) September 1, 19…

Sec. 23. This chapter does not apply to any business combination of a resident domestic corporation with an interested shareholder of the resident domestic corporation who became an interested shareholder inadvertently, if the interested shareholder: (1) as soon as practicable, d…

Sec. 24. This chapter does not apply to any business combination with an interested shareholder who was an interested shareholder on January 7, 1986. As added by P.L.149-1986, SEC.27.

Sec. 3. As used in this chapter, "associate", when used to indicate a relationship with any person, means: (1) any corporation or organization of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any clas…

Sec. 4. As used in this chapter, "beneficial owner", when used with respect to any shares, has the meaning set forth in IC 23-1-20-3.5. As added by P.L.149-1986, SEC.27. Amended by P.L.133-2009, SEC.37.

Sec. 5. As used in this chapter, "business combination", when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means any of the following: (1) Any merger of the resident domestic corporation or any subsidi…

Sec. 6. As used in this chapter, "common shares" means any shares other than preferred shares. As added by P.L.149-1986, SEC.27. Amended by P.L.5-1988, SEC.121.

Sec. 7. As used in this chapter, "consummation date", with respect to any business combination, means the date of consummation of the business combination or, in the case of a business combination as to which a shareholder vote is taken, the later of: (1) the business day before …

Sec. 8. (a) As used in this chapter, "control", including the terms "controlling", "controlled by", and "under common control with", means the possession (directly or indirectly) of the power to direct or cause the direction of the management and policies of a person, whether thr…

Sec. 9. As used in this chapter, "Exchange Act" means the Act of Congress known as the Securities Exchange Act of 1934, as amended. As added by P.L.149-1986, SEC.27.

Sec. 1. The officers, owners, or directors in charge of a public or private cemetery that is organized and incorporated under Indiana law may use any funds arising from: (1) the sale of; or (2) assessments upon; lots in the cemetery to improve the approaches or roads to the cemet…

Sec. 2. The part of an approach or road that is improved under section 1 of this chapter may not exceed a distance of one-half (1/2) mile from the cemetery. As added by P.L.52-1997, SEC.17.

Sec. 1. The following definitions apply throughout this chapter: (1) "Authorized provider" means a person that NASAA or its designee has authorized to provide continuing education content. (2) "Credit" means a unit that has been designated by NASAA as at least fifty (50) minutes …

Sec. 10. The commissioner may waive any of the requirements in sections 5 through 9 of this chapter. As added by P.L.41-2026, SEC.7.

Sec. 2. (a) This section applies to an applicant seeking to register as an agent of a broker-dealer under IC 23-19-4. (b) Except as provided in subsections (c) through (e), an applicant must pass: (1) the Series 63 or Series 66 examination; and (2) any other examination required …

Sec. 3. (a) This section applies to an applicant seeking to register as an investment adviser representative. (b) Except as provided in subsections (c) through (e), an applicant under this section must pass the: (1) Series 65 examination within the two (2) years preceding the dat…

Sec. 4. (a) An individual who terminates the individual's registration as an investment adviser representative may have the validity of the individual's Series 65 examination and the investment adviser representative portion of the Series 66 examination extended for a period of f…

Sec. 5. (a) Except as provided in subsections (b) and (c), an investment adviser representative registered under IC 23-19-4 shall complete the following investment adviser representative continuing education requirements each reporting period: (1) Six (6) credits of investment ad…

Sec. 6. If an investment adviser representative's registration is terminated, the individual shall complete the investment adviser representative continuing education requirements for all reporting periods that occurred between the time that the investment adviser representative'…

Sec. 7. An authorized provider shall report the completion of an investment adviser representative's applicable investment adviser representative continuing education requirements to FINRA not more than thirty (30) days after the investment adviser representative completes the ap…

Sec. 8. An investment adviser representative registered or required to be registered in Indiana who is registered as an investment adviser representative in the individual's home state satisfies the requirements of section 5(a) of this chapter if: (1) the investment adviser repre…

Sec. 9. An investment adviser representative who completes more than twelve (12) credits of continuing education for the reporting period may not carry forward the excess credits of continuing education. As added by P.L.41-2026, SEC.7.

Sec. 1. As used in this chapter, "corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. As added by P.L.149-1986, SEC.28.

Sec. 10. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter. (b) If …

Sec. 11. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights: (1) must deliver to the corporation before the vote is taken written not…

Sec. 12. (a) If proposed corporate action creating dissenters' rights under section 8 of this chapter is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 11 of this chap…

Sec. 13. (a) A shareholder sent a dissenters' notice described in IC 23-1-42-11 or in section 12 of this chapter must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenter's notice und…

Sec. 14. (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 16 of this chapter. (b) The person for whom dissenters' r…

Sec. 15. (a) Except as provided in section 17 of this chapter, as soon as the proposed corporate action is taken, or, if the transaction did not need shareholder approval and has been completed, upon receipt of a payment demand, the corporation shall pay each dissenter who compli…

Sec. 16. (a) If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertific…

Sec. 17. (a) A corporation may elect to withhold payment required by section 15 of this chapter from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or …

Sec. 18. (a) A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and demand payment of the dissenter's estimate (less any payment under section 15 of this chapter), or reject the corporation's offer under s…

Sec. 19. (a) If a demand for payment under IC 23-1-42-11 or under section 18 of this chapter remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares. …

Sec. 2. As used in this chapter, "dissenter" means a shareholder who is entitled to dissent from corporate action under section 8 of this chapter and who exercises that right when and in the manner required by sections 10 through 18 of this chapter. As added by P.L.149-1986, SEC.…

Sec. 20. (a) The court in an appraisal proceeding commenced under section 19 of this chapter shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against such parties…

Sec. 3. As used in this chapter, "fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corpora…

Sec. 4. As used in this chapter, "interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the …

Sec. 4.5. As used in this chapter, "preferred shares" means a class or series of shares in which the holders of the shares have preference over any other class or series with respect to distributions. As added by P.L.133-2009, SEC.38.

Sec. 5. As used in this chapter, "record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent that treatment as a record shareholder is provided under a recognition procedure or a disclos…

Sec. 6. As used in this chapter, "beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder. As added by P.L.149-1986, SEC.28.

Sec. 7. As used in this chapter, "shareholder" means the record shareholder or the beneficial shareholder. As added by P.L.149-1986, SEC.28.

Sec. 8. (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party if: (A) shareholder approval i…

Sec. 9. (a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the shareholder's name only if the shareholder dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the …