Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 5. (a) The board of directors or trustees of a corporation desiring to accept this article shall, by a resolution adopted by a majority vote of the board, approve articles of acceptance setting forth the following information: (1) The name of the corporation. (2) The locatio…

Sec. 6. Upon the presentation of the articles of acceptance, the secretary of state, if he finds they conform to the requirements of section 5 of this chapter, shall endorse his approval upon both of the copies of the articles, and, when all fees have been paid as required by law…

Sec. 7. The acceptance becomes effective upon issuance of a certificate of acceptance by the secretary of state. The corporation is entitled to all rights and privileges and is subject to all penalties, liabilities, and restrictions provided by this article granted to or imposed …

Sec. 1. After the formation of a limited partnership, a person may be admitted as an additional limited partner: (1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnersh…

Sec. 2. (a) A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers, and duties as the partnership agreement may provide, and may make provision for the future creation, in the manner provided in the partnership agreement,…

Sec. 3. (a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless: (1) the limited partner is also a general partner; or (2) the limited partner, in addition to exercising the rights and powers of a limited partn…

Sec. 4. (a) Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that the person has become a limited partner in the partnership is not a general partner in the partnership, and is not bound by its obl…

Sec. 5. Each limited partner has the right to inspect and copy any of the partnership records required to be maintained by IC 23-16-2-6 and to obtain from the general partners, from time to time, upon reasonable demand the following: (1) True and full information regarding the st…

Sec. 6. A person acquiring a partnership interest is admitted as a limited partner when the latter of the following occurs: (1) The formation of the limited partnership. (2) The time provided in the partnership agreement or, if no time is provided in the partnership agreement, wh…

Sec. 1. (a) A corporation incorporated under this article has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that is subject to regulation under another Indiana …

Sec. 2. Unless a corporation's articles of incorporation provide otherwise, a corporation has perpetual duration and succession in the corporation's corporate name and has the same powers as an individual to do all things necessary or convenient to carry out the corporation's aff…

Sec. 3. (a) In anticipation of or during an emergency under subsection (d), the board of directors of a corporation may do the following: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent. (2) Relocate the principal office, …

Sec. 4. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding against the corporation for a declaratory j…

Sec. 1. (a) Unless the articles of organization provide for a manager or managers, management of the business or affairs of the limited liability company is vested in the members. Subject to any provisions in the operating agreement or this article restricting or enlarging the ma…

Sec. 10. A member or manager of a limited liability company is not liable when relying in good faith upon the records of the limited liability company and on the information, opinions, reports, or statements presented to the limited liability company by its other managers, member…

Sec. 11. (a) A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. (b) A written operating agreement may provide that a manager does not have…

Sec. 12. Except when prohibited in a written operating agreement, a member or manager may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect to the transaction as a pe…

Sec. 13. The policy of this article is to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements of limited liability companies. As added by P.L.40-2013, SEC.9.

Sec. 2. (a) Unless otherwise provided in a written operating agreement, a member or manager is not liable for damages to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability comp…

Sec. 3. (a) Unless the articles of organization provide for a manager or managers, and except as otherwise provided in a written operating agreement or this article and subject to subsection (c), the affirmative vote, approval, or consent of a majority in interest of the members …

Sec. 4. (a) A written operating agreement may do one (1) or more of the following: (1) Modify, increase, decrease, limit, or eliminate the duties (including fiduciary duties) or the liability of a member or manager for breach of the duties set forth in section 2(a) of this chapte…

Sec. 5. Members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of the members and managers, if any, including provisions establishing the following: (1) The manner in which the business an…

Sec. 6. (a) The initial operating agreement must be agreed to by all persons who are members at the time the initial agreement is accepted. (b) An amendment to an oral operating agreement must be approved by the unanimous consent of all members. (c) An amendment to a written oper…

Sec. 7. (a) A court may enforce an operating agreement by injunction or by granting other relief that the court in its discretion determines to be fair and appropriate in the circumstances. (b) As an alternative to injunctive or other equitable relief, when the provisions under I…

Sec. 8. (a) A limited liability company must keep at its principal office the following records and information: (1) A list with the full name and last known mailing address of each member and manager, if any, of the limited liability company from the date of organization. (2) A …

Sec. 9. If set forth in writing, an operating agreement may provide that: (1) a manager who fails to perform and comply with the terms and conditions of the operating agreement is subject to penalties or consequences specified in the operating agreement; and (2) at the time or up…

Sec. 1. (a) It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this article as a broker-dealer or is exempt from registration as a broker-dealer under section 1.5 of this chapter or subsection (b) or (d). (b) Th…

Sec. 1.5. (a) As used in this section, "business combination related shell company" has the meaning set forth in 15 U.S.C. 78o(b)(13)(E)(i), as in effect on July 1, 2026. (b) As used in this section, "eligible privately held company" has the meaning set forth in 15 U.S.C. 78o(b)(…

Sec. 10. (a) A person shall pay a fee of two hundred fifty dollars ($250) when initially filing an application for registration as a broker-dealer and a fee of one hundred twenty-five dollars ($125) when filing a renewal of registration as a broker-dealer. If the filing results i…

Sec. 11. (a) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-18a), a rule adopted or order issued under this article may establish minimum financial requirements for broker-dea…

Sec. 11.5. (a) As used in this section, "office of supervisory jurisdiction" has the meaning set forth in the National Association of Securities Dealers Conduct Rule 3010(g) (as in effect on January 1, 2009). (b) A broker-dealer registered or required to be registered under this …

Sec. 12. (a) If the commissioner finds that the order is in the public interest and subsection (d) authorizes the action, an order issued under this article may deny an application, or may condition or limit registration, of an applicant to be a broker-dealer, agent, investment a…

Sec. 13. (a) For purposes of this section, "adviser" refers to any of the following: (1) An investment adviser. (2) A federal covered investment adviser. (3) An investment adviser representative. (b) A third party solicitor shall provide a copy of the third party solicitor's writ…

Sec. 2. (a) It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this article as an agent or is exempt from registration as an agent under subsection (b). (b) The following individuals are exempt from the regist…

Sec. 3. (a) It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this article as an investment adviser or is exempt from registration as an investment adviser under subsection (b). (b) The following persons …

Sec. 4. (a) It is unlawful for an individual to transact business in this state as an investment adviser representative unless the individual is registered under this article as an investment adviser representative or is exempt from registration as an investment adviser represent…

Sec. 5. (a) Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser co…

Sec. 6. (a) A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with IC 23-19-6-11, satisfying the examination requirements of IC 23-19-4.3, and paying t…

Sec. 7. (a) A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of…

Sec. 8. (a) If an agent registered under this article terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this article terminates employment by or association with an investment adviser or federal cov…

Sec. 9. Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective sixty (60) days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under …

Sec. 1. (a) An application for issuance or renewal of a loan broker license must contain the following: (1) Consent to service of process under section 9 of this chapter. (2) Evidence of the bond required by section 12 of this chapter. (3) An application fee of two hundred dollar…

Sec. 10. (a) At the time of application for an initial license under this chapter, the commissioner shall require the following to submit fingerprints for a national criminal history background check (as defined in IC 10-13-3-12) for use by the commissioner in determining whether…

Sec. 11. In reviewing a consumer report obtained under section 3(b)(12) of this chapter, the commissioner may consider one (1) or more of the following in determining whether the individual applicant has demonstrated financial responsibility: (1) Bankruptcies filed by the individ…

Sec. 12. A loan broker shall maintain an electronic surety bond that: (1) is satisfactory to the commissioner; (2) is in the amount of sixty thousand dollars ($60,000); and (3) covers the activities of each manager and mortgage loan originator employed by the loan broker. As adde…

Sec. 13. (a) The commissioner may request evidence of compliance with this chapter at any of the following times: (1) The time of application for an initial license. (2) The time of renewal of a license. (3) Any other time considered necessary by the commissioner. (b) For purpose…