Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 8. The sureties upon the bond of such surviving partner or partners may be released as in cases of sureties upon the bond of executors and administrators. Formerly: Acts 1877, c.86, s.8.

Sec. 1. (a) Except as otherwise provided in subsection (d), after December 31, 2017, the name under which a domestic filing entity may be formed, the name under which a foreign entity may register to do business in Indiana, a name reserved under section 3 of this chapter, or an a…

Sec. 2. (a) The name of a business corporation or nonprofit corporation must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "Corp.", "Inc.", "Co.", or "Ltd.", or words or abbreviations of similar import in another language. The name o…

Sec. 3. (a) A person may reserve the exclusive right to the use of a name by delivering an electronic application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved, excluding any word, phrase, or abb…

Sec. 4. (a) Except as otherwise provided in subsection (i), an individual or a general partnership, other than a limited liability partnership, conducting or transacting business in Indiana under a name, designation, or title other than the real name of the individual or general …

Sec. 5. (a) If a new filing or an amendment changing the name of the filing entity is received by the secretary of state and the new filing or the amendment contains "bank", or any derivative of "bank", in the filing entity's name, the filing must be forwarded to the department o…

Sec. 0.3. A share exchange between or among domestic or foreign business corporations is governed by IC 23-1-40 and not this chapter. As added by P.L.118-2017, SEC.6.

Sec. 0.5. This chapter does not apply to nonprofit corporations. As added by P.L.118-2017, SEC.6.

Sec. 1. (a) Except as otherwise provided in this chapter, by complying with this article: (1) a domestic entity may acquire all of one (1) or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to ac…

Sec. 2. (a) A domestic entity may be the acquired entity in an interest exchange under this article by approving a plan of interest exchange. The plan must be in a record and contain: (1) the name and type of the acquired entity; (2) the name, jurisdiction of organization, and ty…

Sec. 3. (a) A plan of interest exchange is not effective unless it has been approved: (1) by a domestic acquired entity: (A) in accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange; (B) except as otherwise provided in…

Sec. 4. (a) A plan of interest exchange of a domestic acquired entity may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the governing persons or interest holders of the entity in the …

Sec. 5. (a) Articles of interest exchange must be signed on behalf of a domestic acquired entity and filed with the secretary of state. (b) Articles of interest exchange must contain: (1) the name and type of the acquired entity; (2) the name, jurisdiction of organization, and ty…

Sec. 6. (a) When an interest exchange becomes effective: (1) the interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged, and the interest holders of those interests are entitled only to the rights provided to th…

Sec. 1. The Indiana historical society is a body politic and corporate that may: (1) have perpetual succession; (2) hold, purchase, receive, enjoy and transfer any property, real and personal; (3) have and use a common seal; and (4) sue and be sued, plead and be impleaded, defend…

Sec. 2. The objects of the society are: (1) the collection and preservation of all materials calculated to shed light on the natural, civil, and political history of Indiana; (2) the publication and circulation of historical documents; (3) the promotion of useful knowledge; and (…

Sec. 3. (a) There shall be an annual meeting of the members of the society at a time and place to be specified in the bylaws. (b) At each annual meeting one-third (1/3) of the members of the governing body shall be elected by the members of the society in a manner and for terms t…

Sec. 4. (a) The governing body of the society may make such bylaws as it thinks proper for the government of the society and for carrying into effect the objects of the society not inconsistent with this chapter or with any resolution that is adopted at an annual meeting of the m…

Sec. 5. (a) The legislative services agency shall deliver to the society one (1) copy of the laws of this state and one (1) copy of the journals of the senate and house of representatives, which are published each year. (b) The secretary of state shall deliver to the society all …

Sec. 1. A benefit corporation shall be incorporated in accordance with IC 23-1-21, except that its articles of incorporation must state that it is a benefit corporation. As added by P.L.93-2015, SEC.3.

Sec. 2. (a) Subject to subsection (b), an existing corporation may become a benefit corporation under this article by amending its articles of incorporation to contain, in addition to any content requirements for articles of incorporation under IC 23-1, the following: (1) A state…

Sec. 3. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40. (b) If: (1) a domestic entity that is not a benefit corporation is a party to: (A) a merger, consol…

Sec. 4. (a) Subject to subsection (b), a benefit corporation may terminate its status as a benefit corporation and cease to be subject to this article by amending its articles of incorporation to delete the statement in its articles of incorporation required under sections 1 and …

Sec. 5. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40. (b) If a plan of merger, consolidation, conversion, or share exchange would have the effect of term…

Sec. 6. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation is not effective unless one (1) or more of the following apply: (1) The transaction is in the usual and regular course of business. (2) The transaction is ap…

Sec. 1. (a) Except as provided in IC 25-2.1-5, a professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (1) individuals who are authorized by Indiana law or the laws of another state to render a professional service permitt…

Sec. 2. A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or earned surplus for the purchase; however, no purchase of or payment for its own shares may be made at a time when the corporation is insolven…

Sec. 3. (a) Whenever: (1) a shareholder of a professional corporation dies; (2) a shareholder of a professional corporation becomes a disqualified person; (3) a charitable remainder unitrust or charitable remainder annuity trust that holds shares of a professional corporation bec…

Sec. 4. (a) A proxy for shares of a professional corporation is valid only if it is given to a qualified person of that corporation. (b) A voting trust with respect to shares of a professional corporation is valid only if all the trustees and beneficiaries of the voting trust are…

Sec. 5. This section applies to an administrator, executor, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation. Such a person may: (1) exercise voting rights; and (2) serve as …

Sec. 6.1. (a) A professional corporation shall notify the secretary of state of a change: (1) in the ownership of any share in the professional corporation; or (2) to the professional corporation's business address; not more than thirty (30) days after the date on which the chang…

Sec. 1. (a) A limited partnership must have a partnership agreement. Except as provided in IC 23-16-8-2 and IC 23-16-8-4, a person has the rights, and is subject to the liabilities, of a general partner only if the person has signed a partnership agreement in person or by an atto…

Sec. 10. The general partners shall promptly deliver or mail a copy of the certificate of limited partnership filed with the secretary of state under section 7 of this chapter to each limited partner, unless the partnership agreement provides otherwise. As added by P.L.147-1988, …

Sec. 11. (a) Whenever it so desires, a limited partnership may integrate into a single instrument all of the provisions of its certificate of limited partnership that are in effect and operative as a result of the previous filing with the secretary of state of one (1) or more cer…

Sec. 2. To form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. The certificate must include the following: (1) The name of the limited partnership. (2) The address of the office and the name and addr…

Sec. 3. (a) A certificate of limited partnership is amended by filing a certificate of amendment in the office of the secretary of state. The certificate of amendment must include the following: (1) The name of the limited partnership. (2) The amendment to the certificate of limi…

Sec. 4. A certificate of limited partnership shall be cancelled by filing a certificate of cancellation upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in t…

Sec. 7. (a) The original signed copy of the certificate of limited partnership, of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation), and of any restated certificate shall be delivered to the secretary of state. A person who ex…

Sec. 8. (a) Except as provided in subsection (b), if any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, a person who suffers loss by reasonable reliance on the statement may recover damages for the loss from: …

Sec. 9. The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts that are required to be set forth in a certificate of limited partnership under s…

Sec. 1. At least one (1) person may act as the incorporator of a corporation by causing the person's name to be listed on the articles of incorporation and having the articles of incorporation provided to the secretary of state for filing. As added by P.L.179-1991, SEC.1. Amended…

Sec. 2. Articles of incorporation must contain the following: (1) A corporate name for the corporation that satisfies the requirements of IC 23-0.5-3. (2) One (1) of the following statements: (A) "This corporation is a public benefit corporation". (B) "This corporation is a mutua…

Sec. 3. Articles of incorporation may contain the following: (1) The purpose or purposes for which the corporation is organized, which may be either alone or in combination with other purposes. (2) The names and addresses of the individuals who are to serve as the initial directo…

Sec. 4. Articles of incorporation do not have to contain any of the corporate powers set forth under this article. As added by P.L.179-1991, SEC.1.

Sec. 5. (a) Unless a delayed effective date is specified, a corporate existence begins when articles of incorporation are filed. (b) The filing of articles of incorporation by the secretary of state is conclusive proof that the incorporators satisfied all conditions precedent to …

Sec. 6. A person who purports to act as or on behalf of a corporation, knowing that no incorporation took place under this article, is jointly and severally liable for all liabilities created while so acting. As added by P.L.179-1991, SEC.1.