CHAPTER 20. GENERAL DEFINITIONS
IC 23-1-20
Chapter 20. General Definitions
IC 23-1-20-1
Application
Sec. 1. The definitions in this chapter apply throughout thisarticle.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-2
"Articles of incorporation"
Sec. 2. "Articles of incorporation" means the original articles ofincorporation and all amendments and restatements of the articles ofincorporation. If an amendment of the articles of incorporation or anyother document filed under this article restates the articles ofincorporation in their entirety, the articles of incorporation may notinclude any prior documents.
As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009,SEC.6.
IC 23-1-20-3
"Authorized shares"
Sec. 3. "Authorized shares" means the shares of all classes that adomestic or foreign corporation is authorized to issue.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-3.5
"Beneficial owner"
Sec. 3.5. "Beneficial owner", for purposes of IC 23-1-22-4,IC 23-1-30-4, and IC 23-1-43, means a person that:
(1) individually or with or through any of its affiliates orassociates beneficially owns the shares, directly or indirectly;
(2) individually or with or through any of its affiliates orassociates, has:
(A) the right to acquire the shares at any time, under anyagreement, arrangement, or understanding, or upon theexercise of conversion rights, exchange rights, warrants,options, or otherwise; or
(B) the right to vote the shares under any agreement,arrangement, or understanding.
However, a person is not a beneficial owner of shares tenderedunder a tender or exchange offer made by the person or any ofthe person's affiliates or associates until the tendered shares areaccepted for purchase or exchange, and a person is not abeneficial owner of shares under clause (B) if the agreement,arrangement, or understanding to vote the shares arises solelyfrom a revocable proxy or consent given in response to a proxyor consent solicitation made in accordance with the applicableregulations under the Securities Exchange Act of 1934 and isnot then reportable on a Schedule 13D under the Securities
Exchange Act of 1934 or any comparable or successor report;
(3) has any agreement, arrangement, or understanding for thepurpose of acquiring, holding, voting (except as provided insubdivision (2)), or disposing of the shares with any otherperson that beneficially owns or whose affiliates or associatesbeneficially own the shares, directly or indirectly; or
(4) has any derivative instrument that includes the opportunity,directly or indirectly, to profit or share in any profit derivedfrom any increase in the value of the subject shares.
As added by P.L.133-2009, SEC.7.
IC 23-1-20-4
"Conspicuous"
Sec. 4. "Conspicuous" means written so that a reasonable personagainst whom the writing is to operate should have noticed it."Conspicuous" includes the following:
(1) Printing in italics or boldface or contrasting color.
(2) Typing in capitals or underlined.
(3) Placement of text in a separate or otherwise noticeablelocation.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-5
"Corporation; domestic corporation"
Sec. 5. "Corporation" or "domestic corporation" means acorporation for profit that is not a foreign corporation, incorporatedunder or subject to the provisions of this article.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-6
"Deliver" or "delivery"
Sec. 6. "Deliver" or "delivery" means any method of delivery usedin conventional commercial practice, including delivery by hand,mail, commercial delivery, and electronic transmission.
As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009,SEC.8.
IC 23-1-20-6.5
"Derivative instrument"
Sec. 6.5. "Derivative instrument" means any option, warrant,convertible security, stock appreciation right, or similar right with anexercise or conversion privilege or a settlement payment ormechanism at a price related to an equity security or similarinstrument with a value derived in whole or in part from the value ofan equity security, whether or not the instrument or right is subjectto settlement in the underlying security or otherwise.
As added by P.L.133-2009, SEC.9.
IC 23-1-20-7
"Distribution" Sec. 7. (a) "Distribution" means a direct or indirect transfer ofmoney or other property (except a corporation's own shares) orincurrence or transfer of indebtedness by a corporation to or for thebenefit of its shareholders in respect of any of its shares underIC 23-1-28. A distribution may be in the form of a declaration orpayment of a dividend; a purchase, redemption, or other acquisitionof shares; a distribution of indebtedness; or otherwise.
(b) The term does not include:
(1) amounts constituting reasonable compensation for past orpresent services or reasonable payments made in the ordinarycourse of business under a bona fide retirement plan or otherbenefit program; or
(2) the making of or payment or performance upon a bona fideguaranty or similar arrangement by a corporation to or for thebenefit of its shareholders.
However, the failure of an amount to satisfy subdivision (1), or of apayment or performance to satisfy subdivision (2), is notdeterminative of whether the amount, payment, or performance is adistribution.
As added by P.L.149-1986, SEC.4. Amended by P.L.130-2006,SEC.3.
IC 23-1-20-8
"Effective date of notice"
Sec. 8. "Effective date of notice" has the meaning set forth insection 29 of this chapter.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-8.5
"Electronic transmission" or "electronically transmitted"
Sec. 8.5. "Electronic transmission" or "electronically transmitted"means the transmission of an electronic record (as defined inIC 26-2-8-102(9)). The time and place of sending and of delivery byelectronic means is governed by IC 26-2-8-114.
As added by P.L.133-2009, SEC.10.
IC 23-1-20-9
"Employee"
Sec. 9. "Employee" includes an officer but not a director. Adirector may accept duties that make the director also an employee.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-10
"Entity"
Sec. 10. "Entity" includes the following:
(1) Domestic corporation and foreign corporation.
(2) Not-for-profit corporation.
(3) Corporation incorporated under any other statute.
(4) Profit and not-for-profit unincorporated association.
(5) Business trust, estate, partnership, trust, and two (2) or more
persons having a joint or common economic interest.
(6) Other entity (as defined in IC 23-1-20-17.5).
(7) State, United States, and foreign government.
As added by P.L.149-1986, SEC.4. Amended by P.L.133-2009,SEC.11.
IC 23-1-20-11
"Foreign corporation"
Sec. 11. "Foreign corporation" means a corporation for profitincorporated under a law other than the law of Indiana.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-12
"Governmental subdivision"
Sec. 12. "Governmental subdivision" includes authority, county,district, and municipality.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-13
"Includes"
Sec. 13. "Includes" denotes a partial definition.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-14
"Individual"
Sec. 14. "Individual" includes the guardianship estate of anincapacitated person (as defined in IC 29-3-1-7.5), or the estate of adecedent.
As added by P.L.149-1986, SEC.4. Amended by P.L.33-1989,SEC.20.
IC 23-1-20-15
"Mail"
Sec. 15. "Mail" means:
(1) first class, certified, or registered United States mail,postage prepaid; or
(2) private carrier service, fees prepaid or billed to the sender.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-16
"Means"
Sec. 16. "Means" denotes an exhaustive definition.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-17
"Notice"
Sec. 17. "Notice" has the meaning set forth in section 29 of thischapter.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-17.5
"Other entity"
Sec. 17.5. "Other entity" means:
(1) a limited liability company;
(2) a limited liability partnership;
(3) a limited partnership;
(4) a general partnership;
(5) a business trust;
(6) a real estate investment trust; or
(7) any entity that:
(A) is formed under the requirements of applicable law; and
(B) is not a corporation.
As added by P.L.133-2009, SEC.12.
IC 23-1-20-18
"Person"
Sec. 18. "Person" includes individual and entity.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-19
"Principal office"
Sec. 19. "Principal office" means the office (in or out of Indiana)so designated in the annual or biennial report where the principalexecutive offices of a domestic or foreign corporation are located.
As added by P.L.149-1986, SEC.4. Amended by P.L.228-1995,SEC.6.
IC 23-1-20-20
"Proceeding"
Sec. 20. "Proceeding" includes civil suit and criminal,administrative, and investigatory action.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-21
"Record date"
Sec. 21. "Record date" means the date established underIC 23-1-25 through IC 23-1-28 or IC 23-1-29 through IC 23-1-32 bythe corporation for determining the identity of its shareholders forpurposes of this article.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-22
"Secretary"
Sec. 22. "Secretary" means the corporate officer to whom theboard of directors has delegated responsibility under IC 23-1-36-1 forcustody of the minutes of the meetings of the board of directors andof the shareholders and for authenticating records of the corporation.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-23 "Share"
Sec. 23. "Share" means the unit into which the proprietaryinterests in a corporation are divided.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-24
"Shareholder"
Sec. 24. "Shareholder" means the person in whose name sharesare registered in the records of a corporation or the beneficial ownerof shares to the extent of the rights granted pursuant to a recognitionprocedure or a disclosure procedure established under IC 23-1-30-4.
As added by P.L.149-1986, SEC.4. Amended by P.L.145-1988,SEC.3.
IC 23-1-20-24.5
"Sign" or "signature"
Sec. 24.5. "Sign" or "signature" includes any manual, facsimile,or conformed signature, or an electronic signature (as defined inIC 26-2-8-102(10)).
As added by P.L.133-2009, SEC.13.
IC 23-1-20-25
"State"
Sec. 25. "State", when referring to a part of the United States,includes a state and commonwealth (and their agencies andgovernmental subdivisions) and a territory, and insular possession(and their agencies and governmental subdivisions) of the UnitedStates.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-26
"Subscriber"
Sec. 26. "Subscriber" means a person who subscribes for sharesin a corporation, whether before or after incorporation.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-27
"United States"
Sec. 27. "United States" includes district, authority, bureau,commission, department, and any other agency of the United States.
As added by P.L.149-1986, SEC.4.
IC 23-1-20-28
"Voting group"
Sec. 28. "Voting group" means all shares of one (1) or moreclasses or series that under the articles of incorporation or this articleare entitled to vote and be counted together collectively on a matterat a meeting of shareholders. All shares entitled by the articles ofincorporation or this article to vote generally on the matter are forthat purpose a single voting group.As added by P.L.149-1986, SEC.4.
IC 23-1-20-29
Method of giving notice; effectiveness
Sec. 29. (a) Notice under this article shall be in writing (includingelectronic transmission) unless oral notice is authorized by acorporation's articles of incorporation or bylaws.
(b) Notice, if otherwise in proper form under this article, may becommunicated:
(1) in person;
(2) by telephone, telegraph, teletype, or other form of wire orwireless communication;
(3) by mail; or
(4) electronically.
If these forms of personal notice are impracticable, notice may becommunicated by a newspaper of general circulation in the areawhere published or by radio, television, or other form of publicbroadcast or electronic communication.
(c) Written notice by a domestic or foreign corporation to ashareholder is effective when mailed, if correctly addressed to theshareholder's address shown in the corporation's current record ofshareholders.
(d) Written notice to a domestic or foreign corporation(authorized to transact business in Indiana) may be addressed to itsregistered agent at its registered office or to the secretary of thecorporation at its principal office shown in the most recent filing ofthe corporation under this article.
(e) Except as provided in subsection (c), written notice is effectiveat the earliest of the following:
(1) When received.
(2) Five (5) days after its mailing, as evidenced by the postmarkor private carrier receipt, if correctly addressed to the addresslisted in the most current records of the corporation.
(3) On the date shown on the return receipt, if sent by registeredor certified United States mail, return receipt requested, and thereceipt is signed by or on behalf of the addressee.
(f) Oral notice is effective when communicated.
(g) If this article prescribes notice requirements for particularcircumstances, those requirements govern. If articles of incorporationor bylaws prescribe notice requirements not inconsistent with thissection or other provisions of this article, those requirements govern.
(h) Written notice, including reports or statements from thecorporation, to shareholders who share a common address iseffective if:
(1) the corporation delivers one (1) copy of a notice, report, orstatement to the common address;
(2) the corporation addresses the notice, report, or statement tothe:
(A) shareholders either as a group or to each of theshareholders individually; or (B) shareholders in a form in which each of the shareholdershas consented; and
(3) each of the shareholders consents to delivery of a singlecopy of the notice, report, or statement to the common addressof the shareholders.
Consent given under subdivision (3) is revocable by a shareholderwho delivers written notice of revocation to the corporation. If ashareholder delivers written notice of revocation to a corporation, thecorporation shall begin providing individual notices, reports, or otherstatements to the shareholder not later than thirty (30) days afterdelivery of the written notice of revocation.
(i) A shareholder who fails to object to the receipt of the notice,report, or statement at a common address by written notice to thecorporation within sixty (60) days after written notice by thecorporation of the corporation's intention to send single copies ofnotices to shareholders who share a common address as permitted bysubsection (h) is considered to have consented to receiving a singlecopy at the common address.
As added by P.L.149-1986, SEC.4. Amended by P.L.228-1995,SEC.7; P.L.133-2009, SEC.14.
IC 23-1-20-30
Persons or entities constituting one shareholder
Sec. 30. (a) For purposes of this article, each of the following,identified as a shareholder in a corporation's current record ofshareholders, constitutes one (1) shareholder:
(1) Three (3) or fewer coowners. However, if there are four (4)or more coowners, each coowner shall be counted as ashareholder.
(2) A corporation, limited liability company, partnership, trust,estate, or other entity.
(3) The trustees, guardians, custodians, or other fiduciaries ofa single trust, estate, or account.
(b) For purposes of this article, shareholdings registered insubstantially similar names constitute one (1) shareholder if it isreasonable to believe that the names represent the same person.
As added by P.L.149-1986, SEC.4. Amended by P.L.8-1993,SEC.302.