Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 2. The certificate of admission of any foreign corporation admitted to render professional services in Indiana may be revoked at any time by the secretary of state: (1) as provided by IC 23-0.5-5-11; or (2) for failure to comply with this article. As added by P.L.239-1983, S…

Sec. 1. After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the specific written consent of each partner. As added by P.L.147-1988, SE…

Sec. 2. A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided in IC 23-16-7-2. (2) The general partner ceases to be a member of the limited par…

Sec. 3. (a) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers of, and is subject to the restrictions of, a partner in a partnership without limited partners. (b) Except as provided in this arti…

Sec. 4. (a) A general partner of a limited partnership may make contributions to the partnership, share in the profits and losses of the partnership, and share in distributions from the limited partnership as a general partner. A general partner also may make contributions and sh…

Sec. 5. (a) A partnership agreement may provide for classes or groups of general 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. 1. (a) A promise by a member to make a contribution to the limited liability company is not enforceable unless the promise is written and signed by the member. (b) Except as otherwise provided in a written operating agreement, a member is obligated to the limited liability c…

Sec. 2. (a) The obligation of a member to make a capital contribution or return money or other property paid or distributed in violation of this article may be compromised only: (1) in compliance with a written operating agreement; or (2) if a written operating agreement does not…

Sec. 3. Unless otherwise provided in the operating agreement, profits and losses must be allocated on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent the contributions have been recei…

Sec. 4. Except as provided in section 5 or 5.1 of this chapter and IC 23-18-9-6, distributions of cash or other assets of a limited liability company must be shared among the members and among classes of members in the manner provided in the operating agreement. If the operating …

Sec. 5. (a) Unless otherwise provided in a written operating agreement, a limited liability company existing under this article on or before June 30, 1999, is governed by this section. (b) Upon the occurrence of an event of dissociation under IC 23-18-6-5 that does not cause diss…

Sec. 5.1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section. (b) Upon the occurrence of an event of dissociation under IC 23-18-6-5, a dissociating member is entitled to receive: (1) any distribution that the member is enti…

Sec. 6. (a) A distribution may not be made if after giving effect to the distribution: (1) the limited liability company would not be able to pay its debts as the debts become due in the usual course of business; or (2) the limited liability company's total assets would be less t…

Sec. 7. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or section 6 of this chapter is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been di…

Sec. 8. (a) Except as provided in the operating agreement, a member, regardless of the nature of the member's contribution, does not have a right to demand and receive a distribution from a limited liability company in a form other than cash. (b) Except as provided in the operati…

Sec. 9. At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution. As added by P.L.8-1993, SEC.301.

Sec. 1. It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly: (1) to employ a device, scheme, or artifice to defraud; (2) to make an untrue statement of a material fact or to omit to state a material fact necessary in …

Sec. 10. A purchaser, seller, or recipient of investment advice may not maintain an action under section 9 of this chapter if: (1) the purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted: (A) an offer stating the respect in w…

Sec. 11. (a) It is unlawful for a person to violate any agreement that is: (1) entered into between the securities division and the person; and (2) ordered by the commissioner under this article. (b) A person is not liable under section 9(a) or 9(b) of this chapter for a violatio…

Sec. 2. (a) It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as p…

Sec. 3. (a) In a civil action or administrative proceeding under this article, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim. (b) In a criminal proceeding under this article, a person claiming an exempti…

Sec. 4. (a) Except as otherwise provided in subsection (b), a rule adopted or order issued under this article may require the filing of a prospectus, a pamphlet, a circular, a form letter, an advertisement, sales literature, or other advertising record relating to a security or i…

Sec. 5. It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this article, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respe…

Sec. 6. The filing of an application for registration, a registration statement, a notice filing under this article, the registration of a person, the notice filing by a person, or the registration of a security under this article does not constitute a finding by the commissioner…

Sec. 7. A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation …

Sec. 8. (a) A person who knowingly violates this article, or a rule adopted under this article, commits a Level 5 felony. However, this subsection does not apply to a violation of the following: (1) The notice filing requirements of IC 23-19-3-2 or IC 23-19-4-5. (2) IC 23-19-4-13…

Sec. 9. (a) Except as provided in section 11 of this chapter, a person is liable to the purchaser if the person sells a security in violation of this article, including a violation of IC 23-19-4-12(d)(9) or IC 23-19-4-12(d)(13). It is a defense if the person selling the security …

Sec. 1. Before engaging in loan processing activities, a loan processing company shall file, via the Nationwide Multistate Licensing System, a loan processing company notice filing. As added by P.L.175-2019, SEC.2.

Sec. 2. A loan processing company notice filing must be made on a form prescribed by the commissioner and include all of the following: (1) The loan processing company's business name, address, and state of incorporation or business registration. (2) The names of the owners, offi…

Sec. 3. (a) A loan processing company notice filing described in section 2 of this chapter: (1) expires on December 31 of each year; and (2) must be refiled annually. (b) A loan processing company shall update and renew the loan processing company's notice filing before the date …

Sec. 4. A loan processing company may not employ an individual to engage in loan processing activities unless the individual: (1) has completed the education and examination requirements for a mortgage loan originator; and (2) is registered to conduct business in Indiana through …

Sec. 5. A loan processing company bears the burden of showing that the loan processing company is in compliance with this chapter. As added by P.L.175-2019, SEC.2.

Sec. 6. (a) If the commissioner determines that a loan processing company or loan processor has violated this article, the commissioner may issue any notice or order determined by the commissioner to be in the public interest. (b) A notice or order issued by the commissioner unde…

Sec. 7. (a) A loan processing company shall, before engaging in loan processing activities, file with the commissioner on a form prescribed by the commissioner an irrevocable consent appointing the secretary of state as the loan processing company's agent to receive service of pr…

Sec. 8. If a loan processing company ceases to engage in loan processing activities for any reason, the loan processing company shall do the following: (1) Before ceasing loan processing activities, arrange for the preservation and maintenance of the records described in IC 23-2.…

Sec. 1. (a) Notwithstanding any other law, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series are enforceable against the assets of the series only, and not against the assets of the master limited liability…

Sec. 2. (a) Assets associated with a series may be held directly or indirectly, including in the name of the series, in the name of the master limited liability company, through a nominee, or otherwise. (b) Records maintained for a series that reasonably identify its assets, incl…

Sec. 3. The fact that: (1) the articles of organization of a master limited liability company contain the notice of the limitation on liabilities of a series as required by section 1 of this chapter; and (2) articles of designation for the series are on file with the office of th…

Sec. 1. As used in this chapter, "board of trade" refers to a person or group of persons engaged in: (1) buying or selling a commodity; or (2) receiving a commodity for sale on consignment; whether the person or group of persons is characterized as a board of trade, an exchange, …

Sec. 10. As used in this chapter, "commodity option" means an account, an agreement, or a contract giving a party to the account, agreement, or contract the right but not the obligation to purchase or sell: (1) at least one (1) commodity; or (2) at least one (1) commodity contrac…

Sec. 11. As used in this chapter, "commodity sales representative" means a person who: (1) is acting for a commodity broker-dealer in executing or attempting to execute a transaction in a commodity contract or a commodity option; and (2) is authorized to take those actions by the…

Sec. 12. As used in this chapter, "financial institution" means a bank, savings institution, or trust company that is organized or supervised under the laws of the United States or of any state. As added by P.L.177-1991, SEC.10.

Sec. 13. As used in this chapter, "offer" means an offer to sell, offer to purchase, or offer to enter into a commodity contract or commodity option. As added by P.L.177-1991, SEC.10.

Sec. 14. (a) As used in this chapter, "person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a go…

Sec. 15. As used in this chapter, "precious metal" means the following in coin, bullion, or other form: (1) Silver. (2) Gold. (3) Platinum. (4) Palladium. (5) Copper. (6) Any other items specified by a rule, a regulation, or an order of the commissioner. As added by P.L.177-1991,…

Sec. 16. As used in this chapter, "sale" means any: (1) exchange; (2) contract of sale; (3) contract to sell; or (4) disposition; for value. As added by P.L.177-1991, SEC.10.