Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 1. (a) The following entities shall designate and maintain a registered agent in this state: (1) A domestic filing entity. (2) A registered foreign entity. (3) An agricultural cooperative formed under IC 15-12. (4) A business trust formed under IC 23-5-1. (b) An eligible ent…

Sec. 10. (a) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent. (b) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, …

Sec. 11. The only duties under this chapter of a registered agent that has complied with this chapter are: (1) to forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand pertaining to the entity which is se…

Sec. 12. The designation or maintenance in Indiana of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in Indiana. The address of the agent does not determine venue in an action or a proceeding involving the entity. As a…

Sec. 2. If a provision of this chapter other than section 9(a)(4) of this chapter requires that a record state an address, the record must state a street address in this state. As added by P.L.118-2017, SEC.5.

Sec. 3. (a) A registered agent must be an individual, a general partnership, a domestic filing entity, or a registered foreign entity. (b) A registered agent filing must provide either: (1) if the entity has a commercial registered agent, the name of the entity's commercial regis…

Sec. 4. (a) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent listing statement signed by the person which states: (1) the name of the individual or the name of the entity, type of entity, …

Sec. 5. (a) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent termination statement signed by the agent which states: (1) the name of the agent as listed under …

Sec. 6. (a) A represented entity may change the information on file under section 3(b) of this chapter by delivering to the secretary of state for filing a statement of change signed by the entity which states: (1) the name of the entity; and (2) the information that is to be in …

Sec. 7. (a) If a noncommercial registered agent changes its name, address, or electronic mail address in effect with respect to a represented entity under section 3(b) of this chapter, the agent shall deliver to the secretary of state for filing, with respect to each entity repre…

Sec. 8. (a) If a commercial registered agent changes its name, address, or electronic mail address as listed under section 4(a) of this chapter, type of entity, or jurisdiction of formation, the agent shall deliver to the secretary of state for filing a statement of change signed…

Sec. 9. (a) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation signed by the agent which states: (1) the name of the entity; (2) the name of the agent; (3) that the agent resigns from servi…

Sec. 1. (a) Except as otherwise provided in this section, by complying with this article or other law, a domestic entity may become: (1) a domestic entity of a different type; or (2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign j…

Sec. 2. (a) A domestic entity may convert to a different type of entity under this chapter by approving a plan of conversion. The plan must be in a record and contain: (1) the name and type of the converting entity; (2) the name, jurisdiction of organization, and type of the conv…

Sec. 3. (a) A plan of conversion is not effective unless it has been approved: (1) by a domestic converting entity: (A) in accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) if its organic rules do not provide for approval of a conver…

Sec. 4. (a) A plan of conversion of a domestic converting 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 its governing persons or interest holders in the manner provided in …

Sec. 5. (a) Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing. (b) Articles of conversion must contain: (1) the name, jurisdiction of organization, and type of the converting entity; (2) the name (which must satisfy …

Sec. 6. (a) When a conversion becomes effective: (1) the converted entity is: (A) organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity; (2) all property of the converting entity continues to …

Sec. 1. As used in this chapter, "credit corporation" means a corporation to which the secretary of state has issued a certificate of election under section 8 of this chapter. As added by P.L.236-1985, SEC.1.

Sec. 10. In furtherance of its purposes and in addition to the powers conferred on corporations by IC 23-1, a credit corporation may: (1) borrow money from any lending institution or from any agency established under the Small Business Investment Act of 1958 (Public Law 85-699, 7…

Sec. 11. (a) Notwithstanding any other law, any person, domestic or foreign corporation, public utility company, insurance company, lending institution, or trust may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, …

Sec. 12. Notwithstanding any other law, lending institutions may become members of a credit corporation and make loans to the credit corporation as provided in this chapter. As added by P.L.236-1985, SEC.1.

Sec. 13. Any lending institution may become a member of a credit corporation by entering into a lending agreement with the credit corporation on such form and in such manner as the board of directors of the credit corporation may require. Membership in a credit corporation become…

Sec. 14. The board of directors of a credit corporation shall determine the duration of membership in the credit corporation. However, upon written notice given to the credit corporation ninety (90) days in advance, a member may withdraw from membership in the credit corporation.…

Sec. 15. (a) Only the members and shareholders of a credit corporation may exercise the following powers of the credit corporation: (1) To elect directors of the credit corporation as provided in section 16 of this chapter. (2) To amend the credit corporation's articles of incorp…

Sec. 16. (a) Except as otherwise provided in section 15 of this chapter, the corporate powers of a credit corporation shall be exercised by its board of directors. The board of directors of a credit corporation consists of: (1) thirteen (13) individuals who are elected to serve a…

Sec. 17. (a) Subject to subsection (b), a credit corporation's articles of incorporation may be amended by the members and shareholders of the corporation. The members and shareholders shall vote on proposed amendments in the manner prescribed by section 15 of this chapter. Howev…

Sec. 18. (a) A credit corporation may deposit its funds only in a financial institution that has been designated as a depository by a vote of a majority of the directors of the credit corporation present at an authorized meeting of the board of directors. However, a director of t…

Sec. 19. (a) The period of existence of a credit corporation must be perpetual, subject to the right of the members and shareholders to dissolve the corporation under subsection (b). (b) The members and shareholders of a credit corporation may dissolve the credit corporation. The…

Sec. 2. As used in this chapter, "lending agreement" means an agreement between a credit corporation and a lending institution, under which the lending institution agrees to lend funds to the credit corporation in accordance with section 13 of this chapter. As added by P.L.236-19…

Sec. 20. A credit corporation is a state development company, as defined in the Small Business Investment Act of 1958 (P.L.85-699, 72 Stat.689) or any similar federal statute, and is authorized to operate on a statewide basis. As added by P.L.236-1985, SEC.1.

Sec. 21. (a) Any securities issued by a credit corporation are exempt from registration under, or compliance with, IC 23-19. (b) Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions b…

Sec. 22. Each credit corporation shall make an annual report of its condition to the governor and the general assembly before March 2 of each year. An annual report under this section to the general assembly must be in an electronic format under IC 5-14-6. As added by P.L.236-198…

Sec. 23. IC 23-1 applies to a credit corporation. However, if there is a conflict between IC 23-1 and this chapter, this chapter controls. As added by P.L.236-1985, SEC.1.

Sec. 3. As used in this chapter, "lending institution" means a bank or trust company, industrial loan and investment company, credit union, savings bank, bank of discount and deposit, small loan company, savings association, insurance company or related corporation, partnership, …

Sec. 4. As used in this chapter, "loan limit" means, for any member, the maximum amount permitted to be outstanding at any one (1) time on loans made by that member to a credit corporation, as determined by the credit corporation's board of directors. As added by P.L.236-1985, SE…

Sec. 5. As used in this chapter, "member" means a lending institution authorized to do business in Indiana that enters into a lending agreement with, and undertakes to make member loans to, a credit corporation organized or operated under this chapter. As added by P.L.236-1985, S…

Sec. 6. As used in this chapter, "member loan" means a loan made by a member upon the call of the credit corporation under its lending agreement with the member and section 13 of this chapter. As added by P.L.236-1985, SEC.1.

Sec. 7. As used in this chapter, "small business concern" means any business entity that qualifies as a small business concern under the applicable section of the federal Aid to Small Business Act (15 U.S.C. 632) and accompanying regulations. As added by P.L.236-1985, SEC.1.

Sec. 8. (a) Any corporation organized before January 1, 1985, under IC 23-1 (the Indiana General Corporation Act) may elect to accept this chapter, and avail itself of the rights, privileges, immunities, and franchises provided by this chapter, by filing in the office of the secr…

Sec. 9. The purposes for which a credit corporation may exist must include the following: (1) To assist, promote, encourage, and, through the cooperative efforts of the institutions and corporations that from time to time become members of the credit corporation, develop and adva…

Sec. 1. A benefit corporation shall have a purpose of creating general public benefit. The purpose under this section is in addition to a benefit corporation's purpose under IC 23-1-21-2. As added by P.L.93-2015, SEC.3.

Sec. 2. (a) A benefit corporation may identify in its articles of incorporation one (1) or more specific public benefits that it is the purpose of the benefit corporation to create in addition to the benefit corporation's purposes under IC 23-1-21-2 and section 1 of this chapter.…

Sec. 3. The creation of general public benefit and a specific public benefit under sections 1 and 2 of this chapter is in the best interests of a benefit corporation. As added by P.L.93-2015, SEC.3.

Sec. 4. (a) Subject to subsection (b), a benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit described in section 2 of this chapter. (b) An amendment to the articles of incorporation under subsection…

Sec. 5. A professional corporation that is a benefit corporation does not violate IC 23-1.5-2-3 by having the purpose to create general public benefit or a specific public benefit. As added by P.L.93-2015, SEC.3.