Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 6. (a) A licensee under this chapter may not continue to: (1) act as a loan broker or mortgage loan originator; or (2) operate as a branch office; unless the licensee annually renews the license. (b) A licensee under this chapter shall renew the license by: (1) filing with t…

Sec. 7. (a) The license of a mortgage loan originator is not effective during any period during which the mortgage loan originator is not employed by a loan broker that is licensed under this article. (b) If a licensed mortgage loan originator seeks to transfer the licensee's lic…

Sec. 8. (a) If a material fact or statement included in an application for a license under this chapter changes after the application has been submitted, the applicant shall provide written notice to the commissioner of the change. (b) The commissioner may deny issuance, revoke, …

Sec. 9. An applicant for licensure, or renewal of a license, under this chapter shall file with the commissioner, in a form prescribed by the commissioner, an irrevocable consent appointing the secretary of state as the applicant's agent for service of process in any noncriminal …

Sec. 1. A master limited liability company must have an operating agreement. As added by P.L.170-2016, SEC.19.

Sec. 10. (a) A master limited liability company and any of its series may elect any of the following: (1) To consolidate their operations as a single taxpayer to the extent permitted under applicable law. (2) To work cooperatively. (3) To contract jointly. (4) To be treated as a …

Sec. 2. An operating agreement of a master limited liability company may establish or provide for the establishment of one (1) or more designated series of members, managers, or limited liability company interests that: (1) have separate rights, powers, or duties with respect to:…

Sec. 3. An operating agreement may also: (1) provide for classes or groups of members or managers associated with a series having relative rights, powers, and duties as the operating agreement may provide; (2) make provisions for the future creation of additional classes or group…

Sec. 4. (a) A series with limited liability must be treated as a separate entity to the extent set forth in the articles of organization of the master limited liability company. (b) Each series with limited liability may, in its own name, do all the following: (1) Contract. (2) H…

Sec. 5. In an operating agreement for a master limited liability company or in another written agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of one (1) or more series. As added by P.L.170-2016, SEC.19…

Sec. 6. (a) A series may be managed, as provided in an operating agreement or series agreement, as applicable, by: (1) the member or members associated with the series; or (2) a manager or managers chosen by the members of the series. (b) Unless otherwise provided in an operating…

Sec. 7. Except as otherwise provided in an operating agreement, any event under this article or in an operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause the manager to cease to be a manager of the master limited …

Sec. 8. (a) Unless otherwise provided in the operating agreement, a member ceases to: (1) be associated with a series; and (2) have the power to exercise any rights or powers of a member with respect to the series; upon the assignment, transfer, or redemption of all the member's …

Sec. 9. (a) An operating agreement may grant to: (1) all or certain identified members or managers; or (2) a specified class or group of members or managers; associated with a series the right to vote separately or with all or any class or group of the members or managers associa…

Sec. 1. (a) The law of the jurisdiction of formation of an entity governs: (1) the internal affairs of the entity; (2) the liability that a person has as an interest holder or governing person for a debt, obligation, or other liability of the entity; and (3) the liability of a se…

Sec. 10. (a) If a registered foreign entity merges into a registered or nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in Indiana, the foreign entity shall deliver to the secretary of state for filing a…

Sec. 11. (a) The secretary of state may revoke the registration of a registered foreign entity, business trust, or agricultural cooperative if: (1) the entity does not pay, not later than sixty (60) days after the due date, any fee, tax, interest, or penalty required to be paid t…

Sec. 12. (a) An entity that has had its registration revoked under section 11(b) of this chapter may, not later than five (5) years after the effective date of the revocation, apply to the secretary of state for reinstatement. The application for reinstatement must include all th…

Sec. 13. (a) If the secretary of state denies an entity's application for reinstatement under section 12(a) and 12(b) of this chapter, the secretary of state shall serve the entity with a written notice that explains the reason or reasons for denial. (b) The entity may appeal the…

Sec. 14. The attorney general may maintain an action to enjoin a foreign entity from doing business in Indiana in violation of this article. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.23.

Sec. 2. (a) A foreign entity may not do business in Indiana until it registers with the secretary of state under this article. However, this requirement does not apply to foreign regulated entities. (b) A foreign entity doing business in Indiana may not maintain an action or proc…

Sec. 3. To register to do business in Indiana, a foreign entity must deliver a foreign registration statement to the secretary of state for filing. The statement must be signed by the entity and state or be accompanied by: (1) the name of the foreign entity and, if the name does …

Sec. 4. A registered foreign entity shall deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the entity; (2) the entity's jurisdiction of formation; (3) an address required by section 3(5) of th…

Sec. 5. (a) Activities of a foreign entity which do not constitute doing business in Indiana under this article include: (1) maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, includin…

Sec. 6. (a) A foreign entity whose name does not comply with IC 23-0.5-3-1 for an entity of its type may not register to do business in Indiana until it adopts, for the purpose of doing business in Indiana, an alternate name that complies with IC 23-0.5-3-1. A registered foreign …

Sec. 7. (a) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the entity and state: (1) the name of the entity and its jurisdiction of formation; (2…

Sec. 8. A registered foreign entity that converts to any type of domestic filing entity is deemed to have canceled its registration on the effective date of the conversion. As added by P.L.118-2017, SEC.5.

Sec. 9. (a) A registered foreign entity that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not a filing entity shall deliver a statement of withdrawal to the secretary of state for filing. The statement must be signed by the disso…

Sec. 1. (a) Except as otherwise provided in this section, by complying with this article, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. (b) Except as o…

Sec. 2. (a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain: (1) the name and type of entity of the domesticating entity; (2) the name and jurisdiction of formation of the domesticated…

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

Sec. 4. (a) A plan of domestication of a domestic domesticating 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 of the entity in the…

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

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

Sec. 1. It shall be lawful for any incorporated voluntary association heretofore incorporated or hereafter to be incorporated under the laws of this state, for the purpose of establishing and maintaining a home for the care and support of aged females, who can not support themsel…

Sec. 1. The following apply to the board of directors, committees of the board of directors, and individual directors of a benefit corporation in discharging the duties of their respective positions and in considering the best interests of the benefit corporation: (1) The board o…

Sec. 2. The consideration of interests and factors provided in section 1 of this chapter: (1) does not constitute a violation of IC 23-1-35; and (2) is in addition to the ability of directors to consider interests and factors under IC 23-1-35-1. As added by P.L.93-2015, SEC.3.…

Sec. 3. Except as otherwise provided in the bylaws of a benefit corporation, a director is not personally liable for monetary damages for: (1) any action or inaction in the course of performing the duties of a director under section 1 of this chapter if the director performed the…

Sec. 4. A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary. As added by P.L.93-2015, SEC.3.

Sec. 1. Any university, college or other institution of learning heretofore organized and now existing under special enactments of the general assembly of the state of Indiana, constituting the charter of the institution, or which now is or hereafter may be organized under the ge…

Sec. 10. After one (1) year from the date of any such stockholders' meeting, all stockholders shall be conclusively presumed to have assented to the action thereof and to have assigned their stock to said directors or trustees accordingly, unless, within such year, they shall hav…

Sec. 2. In all cases of corporations organized after March 3, 1909, desiring to accept the provisions of this chapter, the corporation shall in its articles of association specifically set forth the number of trustees, directors, or other members of its governing or administrativ…

Sec. 3. (a) All such corporations created before March 3, 1909, and existing on March 3, 1909, desiring to accept the provisions of this chapter may do so in the manner following, that is to say: At any regular meeting of the stockholders or others authorized to elect trustees or…

Sec. 4. Any postsecondary educational institution which may be organized before, on, or after March 3, 1909, under or which may otherwise become subject to the provisions of this chapter shall be deemed to have a perpetual existence by operation of law. Any two (2) or more postse…

Sec. 5. And at the same meeting of stockholders mentioned in section 3 of this chapter, or at any meeting of stockholders called for the purpose by the board of directors or trustees of such institution, upon not less than four (4) advertisements therefor, once a week for four (4…

Sec. 6. The board of directors of any such corporation is hereby authorized to buy in for the corporation the share or shares of stock of any person or persons dissatisfied with the action of the majority of stockholders provided for in section 3 or 4 of this chapter, provided su…