Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 15. The provisions of this chapter shall extend to every society, educational or religious, which, previous to May 6, 1853, had acquired land for the purpose of erecting a house of worship, or other appropriate building, not exceeding five (5) acres, upon condition that the …

Sec. 16. The officers of any society, by whatever name such officers may be designated, elected in the manner prescribed by this chapter, or according to the rules of any such church, society, or order, may, whenever the laws or usages of the same require it, perform the duties o…

Sec. 17. All the provisions of this chapter are hereby extended, so far as the same may be applicable, to any individuals who may unite themselves together for the purpose of receiving donations of lands or purchasing the same for cemeteries. Formerly: Acts 1852, 1RS, c.101, s.17…

Sec. 18. When such donations or purchases shall be made to or by any such individuals, and a certificate thereof or conveyance therefor, together with the articles of association by which such individuals have become united for such purpose, shall be filed in the office of the re…

Sec. 19. Lands conveyed to the board of county commissioners, by deed duly recorded, for the purpose of a public or private cemetery, shall be held by such board forever in trust for such purpose. Formerly: Acts 1852, 1RS, c.101, s.19.

Sec. 2. The word "society" in this chapter shall be deemed to include churches, associations, congregations, grand and subordinate lodges, chapters, councils, encampments, divisions, and all other orders enumerated in section 1 of this chapter. Formerly: Acts 1852, 1RS, c.101, s.…

Sec. 20. In all cases where the donors or donees of any public burying ground shall lay the same off into lots, plainly designated by corner stones or posts, and record a plat thereof in the recorder's office, then persons interring in said burying place shall bury within the lot…

Sec. 21. The donor of a private burying ground, his heirs and assigns forever, shall have the exclusive right of admitting corpses for interment, and shall direct where the same shall be buried; and may grant any right of burial in such ground as shall not interfere with the grav…

Sec. 22. No burying ground specified in this chapter shall pass or be held contrary to the intent or meaning of this chapter by virtue of any subsequent devise, purchase, descent, or conveyance of the donor. Formerly: Acts 1852, 1RS, c.101, s.22. As amended by P.L.34-1987, SEC.34…

Sec. 3. Notice of the first election of trustees shall be given at least ten (10) days before the election by publication in a newspaper of the county, if any be published in the county, otherwise by posting such notices in three (3) public places in the township where such elect…

Sec. 4. Such society, at the first and every subsequent election, shall appoint a clerk thereof, who shall take, count and make a poll-list of the votes given for trustees; and, within ten (10) days thereafter, shall deposit in the recorder's office of the county where the real e…

Sec. 5. As between such society, the trustees thereof, and all other persons claiming under them, and any person granting real estate thereto, and all persons claiming under him, such certificate shall be conclusive evidence of the matters and things therein recited; and as betwe…

Sec. 6. Such trustees shall severally hold their offices until their successors are duly chosen according to the rules of such society; and any society, by a majority vote, at a meeting of one-third (1/3) of the resident members thereof notice being given as aforesaid, may remove…

Sec. 7. Such society, or the trustees thereof, when organized for that purpose, may establish all necessary by-laws to carry out the objects of its organization. Formerly: Acts 1852, 1RS, c.101, s.7.

Sec. 8. Any society may select or appoint trustees according to its common usage or custom, if they desire it; but a certificate of such selection or appointment, and the record of the same, as in case of their election, shall not be dispensed with. Formerly: Acts 1852, 1RS, c.10…

Sec. 9. Such trustees shall be deemed a body politic and corporate, under such name and style as the society may elect; and, by that name, shall have power to contract, sue, be contracted with and sued with like effect as other persons or corporations. Formerly: Acts 1852, 1RS, c…

Sec. 1. The definitions in IC 23-1-20 apply throughout this article. As added by P.L.93-2015, SEC.3.

Sec. 10. (a) "Specific public benefit" means a benefit that serves: (1) one (1) or more public welfare, religious, charitable, scientific, literary, or educational purposes; or (2) other purposes or benefits beyond the strict interests of the shareholders of the benefit corporati…

Sec. 11. "Subsidiary" means, in relation to a person, a business entity in which the person owns at least fifty percent (50%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised. As added by P.L…

Sec. 12. "Third party standard" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is: (1) comprehensive because it assesses the effect of the benefit corporation and the benefit corporation's operations upon the…

Sec. 2. The definitions in this chapter apply throughout this article. As added by P.L.93-2015, SEC.3.

Sec. 3. "Benefit corporation" means a corporation to which both the following apply: (1) The corporation has elected to become subject to this article. (2) The status of the corporation as a benefit corporation has not been terminated. As added by P.L.93-2015, SEC.3.

Sec. 4. "Benefit director" refers to an individual designated as the benefit director of a benefit corporation under IC 23-1.3-6. As added by P.L.93-2015, SEC.3.

Sec. 5. "Benefit enforcement proceeding" means any claim, action, or proceeding for: (1) the failure of a benefit corporation to pursue or create: (A) general public benefit; or (B) a specific public benefit if the benefit corporation identified a specific public benefit purpose …

Sec. 6. "Benefit officer" means an individual designated as the benefit officer of a benefit corporation under IC 23-1.3-8. As added by P.L.93-2015, SEC.3.

Sec. 7. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third party standard, from the business and operations of a benefit corporation. As added by P.L.93-2015, SEC.3.

Sec. 8. "Independent" means a person that has no material relationship with a benefit corporation or a subsidiary of the benefit corporation. As added by P.L.93-2015, SEC.3.

Sec. 9. "Minimum status vote" means the following: (1) For a corporation, in addition to any other required approval or vote, a vote in which: (A) the shareholders of every class or series of shares are entitled to vote as a separate voting group on the corporate action regardles…

Sec. 1. IC 23-1 applies to professional corporations formed under this article. However, in the event of a conflict between this article and IC 23-1, this article applies. As added by P.L.239-1983, SEC.1.

Sec. 11.1. A professional corporation must file a biennial report under IC 23-0.5-2-13. As added by P.L.34-1997, SEC.4. Amended by P.L.52-2018, SEC.40.

Sec. 2. All administrative functions, duties, and responsibilities assigned by this article to any licensing authority shall be performed by the appropriate bureau. As added by P.L.239-1983, SEC.1.

Sec. 3. (a) Except as provided in subsections (c) and (d) and IC 25-2.1-5, a professional corporation may be formed to render professional services as follows: (1) One (1) or more accounting professionals may form a professional corporation to render services that may legally be …

Sec. 4. The directors of a professional corporation and all the officers other than the secretary and the treasurer must be qualified persons with respect to the corporation. As added by P.L.239-1983, SEC.1.

Sec. 5. (a) A professional corporation may render professional services only through individuals permitted to render such services in Indiana. However, individuals who are not usually and ordinarily considered by custom and practice to be rendering professional services (such as …

Sec. 6. (a) An individual who renders professional services as an employee of a professional corporation is liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered such services as a sole practitioner. (b) An i…

Sec. 7. (a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient is the same as if the individual performed such services as a sole practitioner. (b) The relationship between a professional co…

Sec. 9.1. The secretary of state may issue a certificate of incorporation under this article if the articles of incorporation: (1) meet the requirements of all of the following: (A) IC 23-1-21-2; (B) IC 23-0.5-3, with respect to names; and (C) this article; and (2) include any ot…

Sec. 0.2. The repeal of IC 23-4-2 by P.L.147-1988 does not impair: (1) or otherwise affect the organization or the continued existence of a limited partnership existing before July 1, 1988; or (2) any contract or affect any right accrued before July 1, 1988. As added by P.L.220-2…

Sec. 6. (a) Each limited partnership shall keep at the office required under section 3(a) of this chapter (before its repeal) or IC 23-0.5-4 the following: (1) A current list of the full name and last known mailing address of each partner (specifying separately the general partne…

Sec. 7. A limited partnership may carry on any business that a partnership without limited partners may carry on. This article does not authorize a limited partnership to make insurance within the meaning of IC 27-1. As added by P.L.147-1988, SEC.1.

Sec. 8. (a) Except as provided in the partnership agreement, a partner may: (1) lend money to; (2) borrow money from; (3) act as guarantor or surety for; (4) provide collateral for the obligations of; and (5) transact other business; with the limited partnership. (b) Except as pr…

Sec. 9. (a) A domestic or foreign limited partnership may indemnify a person made a party to an action because the person is or was a partner, employee, officer, or agent of the partnership against liability incurred in the action if: (1) the person's conduct was in good faith; a…

Sec. 1. The definitions in this chapter apply throughout this article. As added by P.L.179-1991, SEC.1.

Sec. 10. (a) "Distribution" means a direct or an indirect transfer of money or other property or incurrence or transfer of indebtedness by a corporation to or for the benefit of a person. (b) The term includes a dividend and a purchase, redemption, or other acquisition of members…

Sec. 11. (a) "Domestic corporation" means a public benefit, mutual benefit, or religious corporation incorporated under or subject to this article. (b) The term does not include a foreign corporation. As added by P.L.179-1991, SEC.1.

Sec. 12. "Entity" includes the following: (1) A domestic corporation or a foreign corporation. (2) A corporation incorporated under IC 23-1 or a foreign corporation admitted to do business under IC 23-1. (3) A corporation incorporated under any other statute. (4) A for-profit or …