Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 18. "Membership" means the rights and obligations a member has under a corporation's articles of incorporation, bylaws, and this article. As added by P.L.179-1991, SEC.1.

Sec. 19. "Mutual benefit corporation" means a domestic corporation that: (1) is formed as a mutual benefit corporation under this title; (2) is designated a mutual benefit corporation by another law; or (3) is not a public benefit corporation or religious corporation. As added by…

Sec. 2. "Approved by the members" means the votes cast favoring an action exceed the votes cast opposing the action: (1) at a duly held meeting at which a quorum is present; or (2) by a written ballot or written consent in conformity with this article unless this article, article…

Sec. 20. "Person" means an individual or entity. As added by P.L.179-1991, SEC.1.

Sec. 21. "Principal office" has the meaning set forth in IC 23-0.5-1.5-29. As added by P.L.179-1991, SEC.1. Amended by P.L.119-2015, SEC.49; P.L.118-2017, SEC.86; P.L.96-2025, SEC.9.

Sec. 22. "Proceeding" includes a civil suit and a criminal, an administrative, and an investigatory action. As added by P.L.179-1991, SEC.1.

Sec. 23. "Public benefit corporation" means a domestic corporation that is the following: (1) Either: (A) formed as a public benefit corporation under this title; (B) designated as a public benefit corporation by another law; (C) recognized as tax exempt under Section 501(c)(3) o…

Sec. 24. "Record date" means the date established under this title on which a corporation determines the identity of the corporation's members for the purposes of this article. As added by P.L.179-1991, SEC.1.

Sec. 25. "Religious corporation" means a domestic corporation that is: (1) formed as a religious corporation under this title; (2) designated a religious corporation by another law; or (3) organized primarily or exclusively for religious purposes. As added by P.L.179-1991, SEC.1.…

Sec. 26. "Secretary" means the corporate officer to whom a board of directors has delegated responsibility under IC 23-17-14-1(b) for: (1) custody of the minutes of the meetings of a board of directors and members; and (2) authenticating the records; of a corporation. As added by…

Sec. 27. (a) "Vote" includes authorization by written ballot, and "voting" or "casting a vote" includes the giving of written consent. (b) Even if a person entitled to vote characterizes the conduct as voting or casting a vote, the term does not include: (1) recording the fact of…

Sec. 28. (a) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made. (b) The term does not include a vote that is contingent upon the happening of a condition or an event that has not …

Sec. 3. "Articles of incorporation" includes amended and restated articles of incorporation, articles of merger, and articles of acceptance. As added by P.L.179-1991, SEC.1.

Sec. 4. (a) "Board of directors" means the person or group of persons vested with overall management of the affairs of the domestic or foreign corporation. (b) The term does not include a person or group of persons because of powers delegated to the person or group under IC 23-17…

Sec. 5. "Bylaws" means a code of rules, other than articles of incorporation, adopted under this article for the regulation or management of the affairs of a domestic or foreign corporation. As added by P.L.179-1991, SEC.1.

Sec. 6. "Class" means a group of memberships that have the same rights with respect to voting, dissolution, redemption, and transfer. As added by P.L.179-1991, SEC.1.

Sec. 7. (a) "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. (c) For purposes of IC 23-17-24, the term does not include a homeowners association (as d…

Sec. 8. "Delegate" means a person elected or appointed to vote in a representative assembly for the election of a director or on other matters. As added by P.L.179-1991, SEC.1.

Sec. 9. "Director" means an individual designated in articles of incorporation or bylaws, elected by the incorporators or otherwise elected or appointed, to act as a member of a board of directors. As added by P.L.179-1991, SEC.1.

Sec. 1. (a) A limited liability company may: (1) be organized under this article for any business, personal, or nonprofit purpose; and (2) conduct business in any state for any lawful purpose; unless a more limited purpose is set forth in its articles of organization. (b) A limit…

Sec. 2. Unless the limited liability company's articles of organization provide otherwise, every limited liability company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including the following: (1) Sue, be sue…

Sec. 3. Except for the prohibitions in this article concerning the personal liability of members, managers, employees, and agents of a limited liability company organized under this article, nothing in this article is intended to restrict or limit in any manner the authority and …

Sec. 4. (a) At least one (1) person may form a limited liability company by causing articles of organization to be executed and filed for record with the office of the secretary of state. A person does not need to be a member of the limited liability company at the time of format…

Sec. 5. (a) Articles of organization of a limited liability company may be amended by filing articles of amendment of the articles of organization in the office of the secretary of state. The articles of amendment must contain the following: (1) The name of the limited liability …

Sec. 6. (a) Articles of organization may be restated at any time. Restated articles of organization must: (1) be filed with the secretary of state; (2) be specifically designated as "restated articles of organization"; and (3) state in the heading or in a separate paragraph the l…

Sec. 7. The fact that articles of organization of a limited liability company are on file in the office of the secretary of state is notice that the limited liability company has been organized and is notice of all other facts that are required to be set forth in the articles of …

Sec. 1. The following securities are exempt from the requirements of IC 23-19-3-1 through IC 23-19-3-6 and IC 23-19-5-4: (1) A security, including a revenue obligation or a separate security as defined in Rule 131 (17 CFR 230.131) adopted under the Securities Act of 1933, issued,…

Sec. 2. The following transactions are exempt from the requirements of IC 23-19-3-1 through IC 23-19-3-6 and IC 23-19-5-4: (1) An isolated nonissuer transaction, whether effected by or through a broker-dealer or not. (2) A nonissuer transaction by or through a broker-dealer regis…

Sec. 2.3. (a) This section applies to an offering under section 2(27)(O) of this chapter that is made exclusively through one (1) or more websites and each website. (b) As required by section 2(27)(O)(ii) of this chapter, the website operator shall register with the division by f…

Sec. 3. A rule adopted or order issued under this article may exempt a security, transaction, or offer; a rule under this article may exempt a class of securities, transactions, or offers from any or all of the requirements of IC 23-19-3-1 through IC 23-19-3-6 and IC 23-19-5-4; a…

Sec. 4. (a) Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this article may deny, suspend application of, condition, limit, or revoke an exemption created under section 1(3)(C), (1)(7), 1(8), or 2 of this ch…

Sec. 5. The commissioner may adopt rules under IC 4-22-2 to implement this chapter. As added by P.L.106-2014, SEC.5. Amended by P.L.93-2024, SEC.168.

Sec. 1. (a) The loan broker regulation account is created in the state general fund. The money in the loan broker regulation account may be used only for the regulation of loan brokers and mortgage loan originators under this article. (b) The loan broker regulation account shall …

Sec. 1. The definitions in IC 23-18-1 apply throughout this article. As added by P.L.170-2016, SEC.19.

Sec. 2. The definitions in this chapter apply throughout this article. As added by P.L.170-2016, SEC.19.

Sec. 3. "Articles of designation" means: (1) the articles of designation described in IC 23-18.1-6-2; and (2) any amended or restated articles of designation. As added by P.L.170-2016, SEC.19.

Sec. 4. "Foreign master limited liability company" means a foreign limited liability company that: (1) has filed a certificate of authority under this article; and (2) is organized under a law that allows for the designation of one (1) or more series. As added by P.L.170-2016, SE…

Sec. 5. "Master limited liability company" means a limited liability company that is formed under this article whose articles of organization authorize the designation of one (1) or more series. As added by P.L.170-2016, SEC.19.

Sec. 6. "Operating agreement" means an operating agreement, as amended from time to time, adopted for the governance of a master limited liability company. The term includes an operating agreement that: (1) sets forth the governance of any series; or (2) refers to a separate seri…

Sec. 7. "Series", in the context of a series limited liability company, means a limited liability company series of interest established from time to time by the filing of articles of designation that: (1) has separate rights, powers, or duties with respect to specified property …

Sec. 8. "Series agreement" means an agreement, as amended from time to time, adopted for the governance of the series. As added by P.L.170-2016, SEC.19.

Sec. 9. "Series limited liability company" means a master limited liability company that has designated one (1) or more series. As added by P.L.170-2016, SEC.19.

Sec. 1. In case of the death of one (1) partner, the surviving partner or partners shall proceed to settle and close up, as speedily as may be practicable, the partnership affairs, in accordance with the law in force and the provisions of this chapter. Formerly: Acts 1877, c.86, …

Sec. 2. Such surviving partner or partners, within sixty (60) days after such death, shall proceed to make a full, true, and complete inventory of the estate, goods, chattels, rights, credits, moneys, and effects within the knowledge of the partner or partners, and shall cause th…

Sec. 3. It shall be the duty of such surviving partner or partners, immediately upon the filing of such schedule of appraisement, to file with the clerk of the court having probate jurisdiction, his or their affidavit that the schedule filed by said appraisers contains a full, tr…