Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 1.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section. (b) Except as provided in subsection (c) or the articles of organization, each member is an agent of the limited liability company for the purpose of the limited …

Sec. 2. (a) Except as provided in subsection (b), notice to a member of a matter relating to the business or affairs of the limited liability company and the knowledge of the member acting in the particular matter acquired while a member or of which the person had knowledge at th…

Sec. 2.5. If the written operating agreement of a limited liability company provides for officers as permitted by IC 23-18-4-4(a)(3), the following apply: (1) Each officer has those powers and duties: (A) set forth, generally or specifically in the written operating agreement; or…

Sec. 2.6. Section 2.5 of this chapter and IC 23-18-4-4(a)(3) are not intended to adversely affect the validity of: (1) any provision of a written operating agreement in effect before July 1, 2014, that: (A) provides for an officer or officers; or (B) sets forth the powers or duti…

Sec. 3. (a) A member, a manager, an agent, or an employee of a limited liability company is not personally liable for the debts, obligations, or liabilities of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any othe…

Sec. 4. (a) This article does not alter any law applicable to the relationship between a person rendering professional services and a person receiving professional services, including liability arising out of the professional services. (b) A person rendering professional services…

Sec. 5. A member of a limited liability company may not be made a party to a proceeding by or against a limited liability company solely by reason of being a member of the limited liability company, except: (1) when the object of the proceeding is to enforce a member's right agai…

Sec. 1. It is unlawful for a person to offer or sell a security in this state unless: (1) the security is a federal covered security; (2) the security, transaction, or offer is exempted from registration under IC 23-19-2-1 through IC 23-19-2-3; or (3) the security is registered u…

Sec. 2. (a) With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. 77r(b)(2)), that is not otherwise exempt under IC 23-19-2-1 through IC 23-19-2-3, a rule adopted or order issued under this article may require the fili…

Sec. 3. (a) A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section. (b) A registration statement and accompanying records under this section must conta…

Sec. 4. (a) A security may be registered by qualification under this section. (b) A registration statement under this section must contain the information or records specified in section 5 of this chapter, a consent to service of process complying with IC 23-19-6-11, and, if requ…

Sec. 5. (a) A registration statement under section 3 or 4 of this chapter may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this article. (b) A person filing a registration statement shall pay a filing fee of five…

Sec. 6. (a) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the commissioner finds that the order is in the public interest and that: (1) the registration statement as of its effective d…

Sec. 7. The commissioner may waive or modify, in whole or in part, any or all of the requirements of sections 2, 3, and 4(b) of this chapter or the requirement of any information or record in a registration statement or in a periodic report filed under section 5(i) of this chapte…

Sec. 1. (a) A person may not engage in the activities of a loan broker in Indiana unless the person first obtains a: (1) unique identifier from the Nationwide Multistate Licensing System; and (2) loan broker license from the commissioner. (b) A person desiring to engage in the ac…

Sec. 2. (a) An individual may not act as a manager in Indiana unless the individual first obtains a: (1) unique identifier from the Nationwide Multistate Licensing System; and (2) license under this article. (b) An individual may not act as a mortgage loan originator in Indiana u…

Sec. 3. An individual may not engage in loan processing activities unless the individual: (1) is employed by a loan processing company; and (2) has met the requirements described in IC 23-2.5-5-4. As added by P.L.175-2019, SEC.2. Amended by P.L.205-2021, SEC.3.

Sec. 4. (a) A loan broker may not operate a branch office in Indiana unless the loan broker first obtains a: (1) unique identifier from the Nationwide Multistate Licensing System; and (2) branch office license from the commissioner. (b) A loan broker shall apply to the commission…

Sec. 5. Before engaging in loan processing activities, a loan processing company shall file a loan processing company notice filing. As added by P.L.175-2019, SEC.2.

Sec. 6. A registered mortgage loan originator is not required to obtain a license under this article. As added by P.L.205-2021, SEC.4.

Sec. 1. (a) A master limited liability company must be organized in accordance with IC 23-18-2 and its articles of organization must authorize the designation of one (1) or more series. (b) A foreign master limited liability company must be: (1) authorized to transact business in…

Sec. 2. (a) Subject to subsection (b), an existing limited liability company may become a master limited liability company under this article by amending its articles of organization to contain, in addition to any content requirements for articles of organization under IC 23-18, …

Sec. 3. (a) This section does not apply to a limited liability company that is a party to a merger if the members are not entitled to vote on the merger under IC 23-0.6-2-3. (b) If: (1) a domestic entity that is not a series limited liability company is a party to: (A) a merger, …

Sec. 4. (a) Subject to subsection (b), a series limited liability company may terminate its status as a series limited liability company and cease to be subject to this article by amending its articles of organization to delete the statement in its articles of organization requir…

Sec. 5. (a) This section does not apply to a limited liability company that is a party to a merger if the members of the limited liability company are not entitled to vote on the merger under IC 23-0.6-2-3. (b) If a plan of merger, consolidation, conversion, or share exchange wou…

Sec. 6. A sale, lease, exchange, or other disposition of all or substantially all of the assets of a series limited liability company 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 transa…

Sec. 1. As used in this chapter, the term: "Application fee" means the fee charged an individual, in addition to the entrance fee or any other fee, to cover the provider's reasonable costs in processing the individual's application to become a resident. "Commissioner" means the s…

Sec. 10. (a) Except as provided by section 11 of this chapter, the commissioner shall require, as a condition of registration, that: (1) the provider establish an interest-bearing escrow account with a bank, trust company, or other escrow agent approved by the commissioner; and (…

Sec. 11. In lieu of establishing an escrow account under section 10 of this chapter, a provider may, with the commissioner's permission, post a letter of credit from a financial institution, negotiable securities, or a bond by a surety authorized to do business in Indiana. The le…

Sec. 12. Any money or property received by a provider as an entrance fee to a continuing care retirement community constructed or purchased after August 31, 1982, or any income earned thereon, may be used by the provider only for purposes directly related to the construction, mai…

Sec. 13. (a) There is established the Indiana retirement home guaranty fund. The purpose of the fund is to provide a mechanism for protecting the financial interests of residents and contracting parties in the event of the bankruptcy of the provider. (b) To create the fund, a gua…

Sec. 14. (a) There is established a board of directors to administer the fund. The board of directors of the fund shall consist of five (5) members to be appointed by the governor, from a list submitted by the secretary of state, as follows: (1) one (1) provider; (2) two (2) resi…

Sec. 15. (a) The board of directors shall submit to the commissioner a plan of operation, and such subsequent amendments to the plan as are necessary to assure the fair, reasonable, and equitable administration of the fund. The plan of operation is effective upon the commissioner…

Sec. 16. (a) If a continuing care retirement community is bankrupt and the operation of the continuing care retirement community is terminated, the board of directors shall, subject to the approval of the commissioner, distribute from the guaranty association fund established in …

Sec. 17. The fund is subject to examination and regulation by the commissioner. The board of directors shall submit to the commissioner before May 1 of each year: (1) a financial report for the preceding calendar year, in a form approved by the commissioner; and (2) a report of i…

Sec. 18. The fund is exempt from payment of all fees and taxes levied by Indiana or any of its political subdivisions. As added by Acts 1982, P.L.145, SEC.1.

Sec. 2. This chapter applies to any person who: (1) enters into a continuing care agreement in Indiana to provide care at a continuing care retirement community located either inside Indiana or outside Indiana; (2) enters into a continuing care agreement outside Indiana to provid…

Sec. 20. (a) If: (1) a provider enters into a continuing care agreement: (A) in violation of section 3 of this chapter; or (B) without having first delivered to the contracting party and the prospective resident the disclosure statements as required by section 7 of this chapter; …

Sec. 21. If the commissioner has reason to believe that a continuing care retirement community is insolvent, the commissioner may petition the superior or circuit court of the county in which the continuing care retirement community is located, or the superior or circuit court of…

Sec. 22. The commissioner, or his designated representative, may: (1) conduct under IC 4-21.5-3 hearings necessary to carry out this chapter; (2) hear evidence; (3) conduct investigations to determine whether any person has violated or is about to violate this chapter or a rule o…

Sec. 23. (a) If the commissioner determines, after notice and hearing, that any person has violated any provision of this chapter or any rule or order issued under this chapter, the commissioner may issue an order requiring the person to cease and desist from the unlawful practic…

Sec. 24. The commissioner shall adopt under IC 4-22-2 rules necessary to carry out the provisions of this chapter. As added by Acts 1982, P.L.145, SEC.1.

Sec. 3. (a) A provider shall register each continuing care retirement community with the commissioner if: (1) before opening the continuing care retirement community, the provider: (A) enters into; (B) extends; or (C) solicits; a continuing care agreement; or (2) while operating …

Sec. 4. The initial disclosure statement shall contain the following information: (1) The name and business address of the provider. (2) If the provider is a partnership, corporation, limited liability company, or association, the names and duties of its officers, directors, trus…

Sec. 5. (a) Each year after the initial year in which a continuing care retirement community is registered under section 3 of this chapter, the provider shall file with the commissioner not later than four (4) months after the end of the provider's fiscal year, unless otherwise e…

Sec. 6. (a) A provider shall amend its initial or annual disclosure statement filed with the commissioner under section 3 and section 5 of this chapter at any time if necessary to prevent the initial or annual disclosure statement from containing any material misstatement of fact…