Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 1. Each officer of a benefit corporation shall consider the interests and factors of the persons listed in IC 23-1.3-5-1 in the manner provided under IC 23-1.3-5-1 if: (1) the officer has discretion to act with respect to a matter; and (2) it reasonably appears to the office…

Sec. 2. The consideration of interests and factors in the manner described in section 1 of this chapter does not constitute a violation of any duties of an officer. As added by P.L.93-2015, SEC.3.

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

Sec. 4. An officer 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. Except as provided in this chapter, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the dissolution and winding up of the limited partnership to the extent and at the times o…

Sec. 2. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. However, if the general partner's withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner …

Sec. 3. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. If the partnership agreement does not specify in writing: (1) the time or the eve…

Sec. 4. Except as provided in this chapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement, the withdrawing pa…

Sec. 5. (a) Except as provided in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. (b) Except as provided in the partnership ag…

Sec. 6. At the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. As added by P.L.147-1988, SEC.1.

Sec. 7. A partner may not receive a distribution from a limited partnership to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership …

Sec. 8. (a) If a partner has received the return of any part of the partner's contribution without violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of one (1) year after receiving the return of contribution for …

Sec. 1. (a) Articles of incorporation or bylaws may establish criteria or procedures for admission of members. (b) A person may not be admitted as a member without the person's consent. As added by P.L.179-1991, SEC.1.

Sec. 2. Except as provided in a corporation's articles of incorporation or bylaws, a corporation may admit members for either of the following: (1) No consideration. (2) Consideration determined by the board of directors. As added by P.L.179-1991, SEC.1.

Sec. 3. A corporation is not required to have members. As added by P.L.179-1991, SEC.1.

Sec. 4. Members shall have the same rights and obligations with respect to: (1) voting; (2) dissolution; (3) redemption; and (4) transfer; unless articles of incorporation or bylaws establish classes of membership with different rights or obligations. Members have the same rights…

Sec. 5. (a) Except as set forth in or authorized by articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership. (b) Where transfer rights have been provided, a restriction on transfer rights may not be bindi…

Sec. 6. A member of a corporation is not personally liable for the acts or debts of the corporation. However, the member may become personally liable because of the member's own acts or conduct. As added by P.L.179-1991, SEC.1.

Sec. 7. (a) A member may become liable to the corporation for dues, assessments, or fees. However: (1) an article of incorporation or a bylaw provision; or (2) a resolution adopted by the board of directors; authorizing or imposing dues, assessments, or fees does not create liabi…

Sec. 8. (a) A proceeding may not be brought by a creditor to reach or apply the liability, if any, of a member to the corporation unless: (1) final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or …

Sec. 9. A member may advance or loan money to the corporation that may be returned or repaid to the member at a time and under a condition that the corporation and the member agree. However, upon return or repayment, the member may not receive more than the principal amount of th…

Sec. 1. As used in this chapter, "commissioner" refers to the securities commissioner appointed by the secretary of state under IC 23-19-6-1(a). As added by P.L.85-2012, SEC.6.

Sec. 10. This chapter does not limit or negate any right or obligation of any individual to present evidence to a grand jury or to share evidence with potential witnesses or defendants in the course of an ongoing criminal investigation. As added by P.L.85-2012, SEC.6.

Sec. 2. As used in this chapter, "division" refers to the securities division of the office of the secretary of state. As added by P.L.85-2012, SEC.6.

Sec. 3. As used in this chapter, "fund" refers to the securities restitution fund established by IC 23-20-1-25. As added by P.L.85-2012, SEC.6.

Sec. 4. (a) As used in this chapter, "informant" means an individual who provides original information concerning a violation of this article to the division. (b) The term does not include an individual who is: (1) a journalist, a reporter, or any other member of the news media i…

Sec. 5. As used in this chapter, "monetary sanction" refers to money required to be paid under this article as the result of a judicial or an administrative action, including any penalties imposed or amounts ordered through an order of disgorgement. However, the term does not inc…

Sec. 6. As used in this chapter, "original information" means information that: (1) is provided to the division by an informant; (2) is derived from the independent knowledge or analysis of the informant; (3) is not known to or derived by the informant exclusively from: (A) an al…

Sec. 7. (a) Except as provided in section 9 of this chapter, and subject to subsection (b) and section 8 of this chapter, if: (1) an informant: (A) voluntarily provides in writing, and in the form or manner required by the commissioner, original information to the division; and (…

Sec. 8. In determining the amount of an award to be paid under this chapter, the commissioner shall consider: (1) the significance of the original information provided by the informant to the successful enforcement of the judicial or administrative action under this article; (2) …

Sec. 9. The commissioner may not provide an award to an informant under this chapter if the informant: (1) is convicted of a crime in connection with the judicial or administrative proceeding for which the informant provided the original information; (2) acquired the original inf…

Sec. 1. A loan broker shall not employ an individual to act as a manager or mortgage loan originator unless the individual is licensed under this article as a mortgage loan originator. As added by P.L.175-2019, SEC.2. Amended by P.L.89-2024, SEC.20.

Sec. 10. A branch manager who fails to take reasonable steps to prevent a violation of this article by an individual who works at the branch manager's designated branch office may subject the branch manager to discipline under IC 23-2.5-11. As added by P.L.175-2019, SEC.2.

Sec. 11. (a) A loan broker shall diligently review work performed on the loan broker's behalf by a loan processing company. (b) A loan broker that fails to take reasonable steps to review work performed by a loan processing company on the loan broker's behalf may subject the loan…

Sec. 2. A loan broker shall not engage the services of a person to perform loan processing activities unless the person has complied with the loan processing company notice filing requirements of IC 23-2.5-5. As added by P.L.175-2019, SEC.2.

Sec. 3. An individual who acts solely as a loan processor or an underwriter shall not represent to the public through: (1) advertising; or (2) other means of communicating or providing information, including business cards, stationery, brochures, signs, rate lists, or other promo…

Sec. 4. A loan broker shall, in accordance with section 5 of this chapter, employ and designate a manager who is responsible for supervising the: (1) mortgage loan originators employed by the loan broker; and (2) loan broker offices operated by the loan broker; to ensure complian…

Sec. 5. (a) A manager designated by a loan broker under section 4 of this chapter may supervise not more than five (5) loan broker offices operated by the loan broker, including the principal place of business and any branch offices of the same company. (b) A loan broker shall em…

Sec. 6. (a) A manager shall complete at least one (1) compliance examination per year of each loan broker office for which the manager is the supervisor designated under section 4 of this chapter. (b) A loan broker shall maintain complete documentation of each examination conduct…

Sec. 7. (a) A loan broker that operates a branch office shall designate a unique individual to act as branch manager of the branch office. (b) A branch manager designated under subsection (a) shall be licensed under this article as a mortgage loan originator. As added by P.L.175-…

Sec. 8. A loan broker that fails to take reasonable steps to prevent a violation of this article by a mortgage loan originator or other individual employed by the loan broker may subject the loan broker to discipline under IC 23-2.5-11. As added by P.L.175-2019, SEC.2. Amended by…

Sec. 9. A manager who fails to take reasonable steps to prevent a violation of this article: (1) by a mortgage loan originator who is supervised by the manager; or (2) that occurs at a branch office that is supervised by the manager; may subject the manager to discipline under IC…

Sec. 1. (a) A foreign master limited liability company, as permitted in the jurisdiction of its organization, that has: (1) established one (1) or more series having separate rights, powers, or duties; and (2) limited the liabilities of the series so that the debts, liabilities, …

Sec. 2. (a) The limitation of liability under this chapter must be stated on the application for certificate of authority for a foreign master limited liability company. (b) Articles of designation must be filed for each series being registered to do business in Indiana. As added…

Sec. 3. Unless otherwise provided in the operating agreement and to the extent provided under the laws of the jurisdiction of organization of the foreign master limited liability company, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with…

Sec. 4. If a master limited liability company with the ability to establish one (1) or more series does not register to do business in a foreign jurisdiction for itself and certain of its series, a series of a master limited liability company may itself register in the foreign ju…