Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 20. (a) The commissioner may unconditionally or conditionally waive any of the requirements under section 19(c) of this chapter that a person must otherwise satisfy to be considered a qualified seller. (b) The commissioner may by order deny, suspend, revoke, or limit a perso…

Sec. 21. (a) To protect the public interest or to protect investors, the commissioner may by order summarily deny or suspend an exemption provided under section 19 of this chapter for a qualified seller. Upon the entry of an order denying or suspending an exemption for a qualifie…

Sec. 22. The commissioner may adopt rules and issue orders to do the following: (1) Prescribe terms and conditions of all transactions and contracts that: (A) are covered by this chapter; and (B) are not within the exclusive jurisdiction of the Commodity Futures Trading Commissio…

Sec. 23. (a) A person may not engage in the commodities trade or business or otherwise act as a commodity merchant unless the person: (1) is registered or temporarily licensed with the Commodity Futures Trading Commission for each activity causing the person to be considered a co…

Sec. 24. A person may not directly or indirectly: (1) cheat or defraud or attempt to cheat or defraud any person; (2) employ any device, scheme, or artifice to defraud any person; (3) make a false report, enter a false record, or make an untrue statement of a material fact; (4) f…

Sec. 25. (a) The act, omission, or failure of any official, agent, or other person acting for an individual, an association, a partnership, a limited liability company, a corporation, or a trust within the scope of the official's, agent's, or person's employment or office constit…

Sec. 26. This chapter does not impair, derogate, or otherwise affect any of the following: (1) The authority or powers of the commissioner under the Indiana securities law. (2) The application of any provision of the Indiana securities law to any person or transaction subject to …

Sec. 27. (a) This chapter shall be construed and implemented to carry out the chapter's general purpose to do the following: (1) Protect investors. (2) Prevent and prosecute illegal and fraudulent schemes involving commodity contracts. (3) Maximize coordination with federal law a…

Sec. 28. (a) The commissioner may make investigations in or outside Indiana that the commissioner finds necessary or appropriate to: (1) determine whether any person has violated or is about to violate this chapter or any rule or order of the commissioner; or (2) aid in the enfor…

Sec. 29. (a) If the commissioner believes, whether or not based upon an investigation conducted under section 28 of this chapter, that a person has engaged or is about to engage in any act or practice that violates this chapter or any rule or order adopted or issued by the commis…

Sec. 3. As used in this chapter, "CFTC Rule" means a rule, regulation, or order of the Commodity Futures Trading Commission that is in effect on July 1, 1991, and any subsequent amendment, addition, or revision to the rule, regulation, or order unless the commissioner disallows t…

Sec. 30. (a) Upon a showing by the commissioner that a person has violated or is about to violate this chapter or any rule or order adopted or issued by the commissioner, a court may grant appropriate legal or equitable remedies. (b) Upon a showing by the commissioner of a violat…

Sec. 31. (a) Upon a showing by the commissioner or by a securities or commodity agency of another state that a person, other than a government or a governmental agency, has violated or is about to violate the commodity code of that state or any rule or order of the securities com…

Sec. 32. A court may not require the commissioner to post a bond in any official action under this chapter. As added by P.L.177-1991, SEC.10.

Sec. 33. (a) A person who knowingly violates: (1) this chapter; or (2) any rule or order issued or adopted by the commissioner under this chapter; commits a Level 5 felony. (b) A person who violates a rule or an order issued or adopted under this chapter may be assessed a civil p…

Sec. 34. (a) The securities division of the office of the secretary of state shall administer this chapter. (b) The commissioner and any employees of the commissioner may not do the following: (1) Use for personal gain or benefit any information that: (A) is filed with the commis…

Sec. 35. (a) In order to encourage uniform application and interpretation of this chapter and in order to encourage securities regulation and enforcement, the commissioner and the commissioner's employees may cooperate with any of the following: (1) A securities or commodities ag…

Sec. 36. (a) In addition to specific authority granted under this chapter, the commissioner may make, amend, and rescind rules, forms, and orders necessary to carry out this chapter. (b) Unless specifically provided in this chapter, a rule, a form, or an order may not be adopted,…

Sec. 37. (a) If a person, including a person that is not a resident of Indiana, engages in conduct prohibited or made actionable by this chapter or any rule or order adopted or issued by the commissioner, the commissioner shall be considered the person's attorney for the purpose …

Sec. 38. (a) Sections 17, 23, and 24 of this chapter apply to a person who sells or offers to sell if: (1) the offer to sell is made in Indiana; or (2) an offer to buy is made and accepted in Indiana. (b) Sections 17, 23, and 24 of this chapter apply to a person who buys or offer…

Sec. 39. (a) The commissioner shall initiate an administrative proceeding under this chapter by entering a notice of intent to take a specific act or by entering a summary order. The notice of intent or summary order: (1) may be entered without notice; (2) may be entered without …

Sec. 4. As used in this chapter, "commodity" means, except as otherwise specified by a rule, regulation, or order of the commissioner, any of the following: (1) An agricultural, a grain, or a livestock product or byproduct. (2) A metal or mineral, including a precious metal. (3) …

Sec. 40. (a) A summary order becomes a final order if: (1) thirty (30) business days have passed since the summary order was entered; and (2) a hearing on the order is not: (A) requested under section 39(d) of this chapter; or (B) ordered by the commissioner under section 39(e) o…

Sec. 41. (a) Any person aggrieved by a final order of the commissioner may obtain a review of the order in a circuit or superior court of Marion County by filing in court, not later than sixty (60) days after the entry of the order, a written petition requesting the order to be m…

Sec. 42. If a person claims an exemption in any complaint, information, indictment, writ, or proceeding under this chapter: (1) the commissioner is not required to disprove the exemption; and (2) the party claiming the exemption bears the burden of proof concerning the existence …

Sec. 43. In any complaint, information, indictment, writ, or proceeding brought under this chapter that alleges a violation of section 17 of this chapter solely on the failure in an individual case to make physical delivery within the applicable time under section 19(a)(2) of thi…

Sec. 5. As used in this chapter, "commodity broker-dealer" means a person engaged in the business of executing transactions in commodity contracts or commodity options for: (A) the account of others; or (B) the person's own account. As added by P.L.177-1991, SEC.10.…

Sec. 6. As used in this chapter, "commodity contract" means an account, an agreement, or a contract that: (1) is for the purchase or sale of at least one (1) commodity; (2) is primarily for speculation or investment purposes; and (3) is not primarily for the use or consumption by…

Sec. 7. As used in this chapter, "Commodity Exchange Act" means the act of the United States Congress known as the Commodity Exchange Act (7 U.S.C. 1 et seq., as in effect June 30, 1991), and including all subsequent amendments, additions, or revisions to the act unless the commi…

Sec. 8. As used in this chapter, "Commodity Futures Trading Commission" means the independent regulatory agency established to administer the Commodity Exchange Act. As added by P.L.177-1991, SEC.10.

Sec. 9. As used in this chapter, "commodity merchant" means any of the following (as defined or described in the Commodity Exchange Act or in a CFTC rule): (1) A futures commission merchant. (2) A commodity pool operator. (3) A commodity trading advisor. (4) An introducing broker…

Sec. 1. The secretary of state may commence a proceeding under section 2 of this chapter to dissolve a domestic filing entity administratively if the entity does not: (1) pay any fee, tax, interest, or penalty required to be paid by this article or other law not later than sixty …

Sec. 2. (a) If the secretary of state determines that one (1) or more grounds exist under section 1 of this chapter for administratively dissolving an entity, business trust, or agricultural cooperative, the secretary of state shall provide to the entity written notice of the det…

Sec. 3. (a) Except as provided in subsection (b), a domestic filing entity that is dissolved administratively under IC 23-1-46 (before its repeal), IC 23-17-23 (before its repeal), IC 23-18-10-4 (before its repeal), or section 2 of this chapter may apply to the secretary of state…

Sec. 4. (a) If the secretary of state denies a domestic filing entity's application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial. (b) An entity may seek judicia…

Sec. 1. In applying and construing this article, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it. As added by P.L.118-2017, SEC.6.

Sec. 2. This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. 7001(c), or authorize electronic delivery of any of…

Sec. 3. This article does not affect an action or proceeding commenced or a right accrued before January 1, 2018. As added by P.L.118-2017, SEC.6.

Sec. 1. The board of directors of a benefit corporation must include a director who: (1) is designated the benefit director; and (2) has, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and i…

Sec. 2. (a) A benefit director shall be elected, and may be removed, in the manner provided under IC 23-1-33. (b) Except as provided in section 6 or 7 of this chapter, a benefit director shall be an individual who is independent. An individual is conclusively presumed not indepen…

Sec. 3. A benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required under IC 23-1.3-10, a report of the benefit director on all the following: (1) Whether the benefit corporation acted in accordance with its ge…

Sec. 4. The act or inaction of an individual in the individual's capacity as a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation. As added by P.L.93-2015, SEC.3.

Sec. 5. Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by IC 23-1-37, a benefit director is not personally liable for an act or omission in the capac…

Sec. 6. The benefit director of a professional corporation is not required to be independent. As added by P.L.93-2015, SEC.3.

Sec. 7. (a) The articles of incorporation or bylaws of a benefit corporation must provide that the persons or shareholders who perform the duties of the board of directors include a person with the powers, duties, rights, and immunities of a benefit director if the articles of in…

Sec. 1. Any university, college, or other institution of learning organized before April 9, 1907, and existing on April 9, 1907, under special enactments of the general assembly of the state of Indiana constituting the charter of the institution, or which is organized on or after…