IC 23-1-20-1 Application
Sec. 1. The definitions in this chapter apply throughout this
article. 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 of
incorporation and all amendments and restatements of the articles of
incorporation. If an amendment of the articles of incorporation or any
other document filed under this article restates the articles of
incorporation in their entirety, the articles of incorporation may not
include 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 a
domestic 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 or
associates beneficially owns the shares, directly or indirectly;
(2) individually or with or through any of its affiliates or
associates, has:
(A) the right to acquire the shares at any time, under any
agreement, arrangement, or understanding, or upon the
exercise 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 tendered
under a tender or exchange offer made by the person or any of
the person's affiliates or associates until the tendered shares are
accepted for purchase or exchange, and a person is not a
beneficial owner of shares under clause (B) if the agreement,
arrangement, or understanding to vote the shares arises solely
from a revocable proxy or consent given in response to a proxy
or consent solicitation made in accordance with the applicable
regulations under the Securities Exchange Act of 1934 and is
not 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 the
purpose of acquiring, holding, voting (except as provided in
subdivision (2)), or disposing of the shares with any other
person that beneficially owns or whose affiliates or associates
beneficially 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 derived
from 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 person
against 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 noticeable
location. As added by P.L.149-1986, SEC.4.
IC 23-1-20-5 "Corporation; domestic corporation"
Sec. 5. "Corporation" or "domestic corporation" means a
corporation for profit that is not a foreign corporation, incorporated
under 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 used
in 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 an
exercise or conversion privilege or a settlement payment or
mechanism at a price related to an equity security or similar
instrument with a value derived in whole or in part from the value of
an equity security, whether or not the instrument or right is subject
to 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 of
money or other property (except a corporation's own shares) or
incurrence or transfer of indebtedness by a corporation to or for the
benefit of its shareholders in respect of any of its shares under
IC 23-1-28. A distribution may be in the form of a declaration or
payment of a dividend; a purchase, redemption, or other acquisition
of shares; a distribution of indebtedness; or otherwise.
(b) The term does not include:
(1) amounts constituting reasonable compensation for past or
present services or reasonable payments made in the ordinary
course of business under a bona fide retirement plan or other
benefit program; or
(2) the making of or payment or performance upon a bona fide
guaranty or similar arrangement by a corporation to or for the
benefit of its shareholders.
However, the failure of an amount to satisfy subdivision (1), or of a
payment or performance to satisfy subdivision (2), is not
determinative of whether the amount, payment, or performance is a
distribution. 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 in
section 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 in
IC 26-2-8-102(9)). The time and place of sending and of delivery by
electronic 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. A
director 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 profit
incorporated 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 an
incapacitated person (as defined in IC 29-3-1-7.5), or the estate of a
decedent. 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 this
chapter. 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 principal
executive 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 under
IC 23-1-25 through IC 23-1-28 or IC 23-1-29 through IC 23-1-32 by
the corporation for determining the identity of its shareholders for
purposes 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 the
board of directors has delegated responsibility under IC 23-1-36-1 for
custody of the minutes of the meetings of the board of directors and
of 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 proprietary
interests 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 shares
are registered in the records of a corporation or the beneficial owner
of shares to the extent of the rights granted pursuant to a recognition
procedure 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 in
IC 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 and
governmental subdivisions) and a territory, and insular possession
(and their agencies and governmental subdivisions) of the United
States. As added by P.L.149-1986, SEC.4.
IC 23-1-20-26 "Subscriber"
Sec. 26. "Subscriber" means a person who subscribes for shares
in 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 more
classes or series that under the articles of incorporation or this article
are entitled to vote and be counted together collectively on a matter
at a meeting of shareholders. All shares entitled by the articles of
incorporation or this article to vote generally on the matter are for
that 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 (including
electronic transmission) unless oral notice is authorized by a
corporation's articles of incorporation or bylaws.
(b) Notice, if otherwise in proper form under this article, may be
communicated:
(1) in person;
(2) by telephone, telegraph, teletype, or other form of wire or
wireless communication;
(3) by mail; or
(4) electronically.
If these forms of personal notice are impracticable, notice may be
communicated by a newspaper of general circulation in the area
where published or by radio, television, or other form of public
broadcast or electronic communication.
(c) Written notice by a domestic or foreign corporation to a
shareholder is effective when mailed, if correctly addressed to the
shareholder's address shown in the corporation's current record of
shareholders.
(d) Written notice to a domestic or foreign corporation
(authorized to transact business in Indiana) may be addressed to its
registered agent at its registered office or to the secretary of the
corporation at its principal office shown in the most recent filing of
the corporation under this article.
(e) Except as provided in subsection (c), written notice is effective
at the earliest of the following:
(1) When received.
(2) Five (5) days after its mailing, as evidenced by the postmark
or private carrier receipt, if correctly addressed to the address
listed in the most current records of the corporation.
(3) On the date shown on the return receipt, if sent by registered
or certified United States mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee.
(f) Oral notice is effective when communicated.
(g) If this article prescribes notice requirements for particular
circumstances, those requirements govern. If articles of incorporation
or bylaws prescribe notice requirements not inconsistent with this
section or other provisions of this article, those requirements govern.
(h) Written notice, including reports or statements from the
corporation, to shareholders who share a common address is
effective if:
(1) the corporation delivers one (1) copy of a notice, report, or
statement to the common address;
(2) the corporation addresses the notice, report, or statement to
the:
(A) shareholders either as a group or to each of the
shareholders individually; or
(B) shareholders in a form in which each of the shareholders
has consented; and
(3) each of the shareholders consents to delivery of a single
copy of the notice, report, or statement to the common address
of the shareholders.
Consent given under subdivision (3) is revocable by a shareholder
who delivers written notice of revocation to the corporation. If a
shareholder delivers written notice of revocation to a corporation, the
corporation shall begin providing individual notices, reports, or other
statements to the shareholder not later than thirty (30) days after
delivery 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 the
corporation within sixty (60) days after written notice by the
corporation of the corporation's intention to send single copies of
notices to shareholders who share a common address as permitted by
subsection (h) is considered to have consented to receiving a single
copy 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 of
shareholders, 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 a
shareholder.
(2) A corporation, limited liability company, partnership, trust,
estate, or other entity.
(3) The trustees, guardians, custodians, or other fiduciaries of
a single trust, estate, or account.
(b) For purposes of this article, shareholdings registered in
substantially similar names constitute one (1) shareholder if it is
reasonable 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.
IC 23-1-20-1 Application
Sec. 1. The definitions in this chapter apply throughout this
article. 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 of
incorporation and all amendments and restatements of the articles of
incorporation. If an amendment of the articles of incorporation or any
other document filed under this article restates the articles of
incorporation in their entirety, the articles of incorporation may not
include 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 a
domestic 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 or
associates beneficially owns the shares, directly or indirectly;
(2) individually or with or through any of its affiliates or
associates, has:
(A) the right to acquire the shares at any time, under any
agreement, arrangement, or understanding, or upon the
exercise 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 tendered
under a tender or exchange offer made by the person or any of
the person's affiliates or associates until the tendered shares are
accepted for purchase or exchange, and a person is not a
beneficial owner of shares under clause (B) if the agreement,
arrangement, or understanding to vote the shares arises solely
from a revocable proxy or consent given in response to a proxy
or consent solicitation made in accordance with the applicable
regulations under the Securities Exchange Act of 1934 and is
not 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 the
purpose of acquiring, holding, voting (except as provided in
subdivision (2)), or disposing of the shares with any other
person that beneficially owns or whose affiliates or associates
beneficially 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 derived
from 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 person
against 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 noticeable
location. As added by P.L.149-1986, SEC.4.
IC 23-1-20-5 "Corporation; domestic corporation"
Sec. 5. "Corporation" or "domestic corporation" means a
corporation for profit that is not a foreign corporation, incorporated
under 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 used
in 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 an
exercise or conversion privilege or a settlement payment or
mechanism at a price related to an equity security or similar
instrument with a value derived in whole or in part from the value of
an equity security, whether or not the instrument or right is subject
to 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 of
money or other property (except a corporation's own shares) or
incurrence or transfer of indebtedness by a corporation to or for the
benefit of its shareholders in respect of any of its shares under
IC 23-1-28. A distribution may be in the form of a declaration or
payment of a dividend; a purchase, redemption, or other acquisition
of shares; a distribution of indebtedness; or otherwise.
(b) The term does not include:
(1) amounts constituting reasonable compensation for past or
present services or reasonable payments made in the ordinary
course of business under a bona fide retirement plan or other
benefit program; or
(2) the making of or payment or performance upon a bona fide
guaranty or similar arrangement by a corporation to or for the
benefit of its shareholders.
However, the failure of an amount to satisfy subdivision (1), or of a
payment or performance to satisfy subdivision (2), is not
determinative of whether the amount, payment, or performance is a
distribution. 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 in
section 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 in
IC 26-2-8-102(9)). The time and place of sending and of delivery by
electronic 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. A
director 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 profit
incorporated 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 an
incapacitated person (as defined in IC 29-3-1-7.5), or the estate of a
decedent. 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 this
chapter. 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 principal
executive 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 under
IC 23-1-25 through IC 23-1-28 or IC 23-1-29 through IC 23-1-32 by
the corporation for determining the identity of its shareholders for
purposes 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 the
board of directors has delegated responsibility under IC 23-1-36-1 for
custody of the minutes of the meetings of the board of directors and
of 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 proprietary
interests 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 shares
are registered in the records of a corporation or the beneficial owner
of shares to the extent of the rights granted pursuant to a recognition
procedure 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 in
IC 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 and
governmental subdivisions) and a territory, and insular possession
(and their agencies and governmental subdivisions) of the United
States. As added by P.L.149-1986, SEC.4.
IC 23-1-20-26 "Subscriber"
Sec. 26. "Subscriber" means a person who subscribes for shares
in 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 more
classes or series that under the articles of incorporation or this article
are entitled to vote and be counted together collectively on a matter
at a meeting of shareholders. All shares entitled by the articles of
incorporation or this article to vote generally on the matter are for
that 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 (including
electronic transmission) unless oral notice is authorized by a
corporation's articles of incorporation or bylaws.
(b) Notice, if otherwise in proper form under this article, may be
communicated:
(1) in person;
(2) by telephone, telegraph, teletype, or other form of wire or
wireless communication;
(3) by mail; or
(4) electronically.
If these forms of personal notice are impracticable, notice may be
communicated by a newspaper of general circulation in the area
where published or by radio, television, or other form of public
broadcast or electronic communication.
(c) Written notice by a domestic or foreign corporation to a
shareholder is effective when mailed, if correctly addressed to the
shareholder's address shown in the corporation's current record of
shareholders.
(d) Written notice to a domestic or foreign corporation
(authorized to transact business in Indiana) may be addressed to its
registered agent at its registered office or to the secretary of the
corporation at its principal office shown in the most recent filing of
the corporation under this article.
(e) Except as provided in subsection (c), written notice is effective
at the earliest of the following:
(1) When received.
(2) Five (5) days after its mailing, as evidenced by the postmark
or private carrier receipt, if correctly addressed to the address
listed in the most current records of the corporation.
(3) On the date shown on the return receipt, if sent by registered
or certified United States mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee.
(f) Oral notice is effective when communicated.
(g) If this article prescribes notice requirements for particular
circumstances, those requirements govern. If articles of incorporation
or bylaws prescribe notice requirements not inconsistent with this
section or other provisions of this article, those requirements govern.
(h) Written notice, including reports or statements from the
corporation, to shareholders who share a common address is
effective if:
(1) the corporation delivers one (1) copy of a notice, report, or
statement to the common address;
(2) the corporation addresses the notice, report, or statement to
the:
(A) shareholders either as a group or to each of the
shareholders individually; or
(B) shareholders in a form in which each of the shareholders
has consented; and
(3) each of the shareholders consents to delivery of a single
copy of the notice, report, or statement to the common address
of the shareholders.
Consent given under subdivision (3) is revocable by a shareholder
who delivers written notice of revocation to the corporation. If a
shareholder delivers written notice of revocation to a corporation, the
corporation shall begin providing individual notices, reports, or other
statements to the shareholder not later than thirty (30) days after
delivery 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 the
corporation within sixty (60) days after written notice by the
corporation of the corporation's intention to send single copies of
notices to shareholders who share a common address as permitted by
subsection (h) is considered to have consented to receiving a single
copy 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 of
shareholders, 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 a
shareholder.
(2) A corporation, limited liability company, partnership, trust,
estate, or other entity.
(3) The trustees, guardians, custodians, or other fiduciaries of
a single trust, estate, or account.
(b) For purposes of this article, shareholdings registered in
substantially similar names constitute one (1) shareholder if it is
reasonable 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.
IC 23-1-20-1 Application
Sec. 1. The definitions in this chapter apply throughout this
article. 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 of
incorporation and all amendments and restatements of the articles of
incorporation. If an amendment of the articles of incorporation or any
other document filed under this article restates the articles of
incorporation in their entirety, the articles of incorporation may not
include 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 a
domestic 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 or
associates beneficially owns the shares, directly or indirectly;
(2) individually or with or through any of its affiliates or
associates, has:
(A) the right to acquire the shares at any time, under any
agreement, arrangement, or understanding, or upon the
exercise 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 tendered
under a tender or exchange offer made by the person or any of
the person's affiliates or associates until the tendered shares are
accepted for purchase or exchange, and a person is not a
beneficial owner of shares under clause (B) if the agreement,
arrangement, or understanding to vote the shares arises solely
from a revocable proxy or consent given in response to a proxy
or consent solicitation made in accordance with the applicable
regulations under the Securities Exchange Act of 1934 and is
not 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 the
purpose of acquiring, holding, voting (except as provided in
subdivision (2)), or disposing of the shares with any other
person that beneficially owns or whose affiliates or associates
beneficially 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 derived
from 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 person
against 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 noticeable
location. As added by P.L.149-1986, SEC.4.
IC 23-1-20-5 "Corporation; domestic corporation"
Sec. 5. "Corporation" or "domestic corporation" means a
corporation for profit that is not a foreign corporation, incorporated
under 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 used
in 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 an
exercise or conversion privilege or a settlement payment or
mechanism at a price related to an equity security or similar
instrument with a value derived in whole or in part from the value of
an equity security, whether or not the instrument or right is subject
to 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 of
money or other property (except a corporation's own shares) or
incurrence or transfer of indebtedness by a corporation to or for the
benefit of its shareholders in respect of any of its shares under
IC 23-1-28. A distribution may be in the form of a declaration or
payment of a dividend; a purchase, redemption, or other acquisition
of shares; a distribution of indebtedness; or otherwise.
(b) The term does not include:
(1) amounts constituting reasonable compensation for past or
present services or reasonable payments made in the ordinary
course of business under a bona fide retirement plan or other
benefit program; or
(2) the making of or payment or performance upon a bona fide
guaranty or similar arrangement by a corporation to or for the
benefit of its shareholders.
However, the failure of an amount to satisfy subdivision (1), or of a
payment or performance to satisfy subdivision (2), is not
determinative of whether the amount, payment, or performance is a
distribution. 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 in
section 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 in
IC 26-2-8-102(9)). The time and place of sending and of delivery by
electronic 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. A
director 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 profit
incorporated 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 an
incapacitated person (as defined in IC 29-3-1-7.5), or the estate of a
decedent. 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 this
chapter. 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 principal
executive 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 under
IC 23-1-25 through IC 23-1-28 or IC 23-1-29 through IC 23-1-32 by
the corporation for determining the identity of its shareholders for
purposes 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 the
board of directors has delegated responsibility under IC 23-1-36-1 for
custody of the minutes of the meetings of the board of directors and
of 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 proprietary
interests 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 shares
are registered in the records of a corporation or the beneficial owner
of shares to the extent of the rights granted pursuant to a recognition
procedure 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 in
IC 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 and
governmental subdivisions) and a territory, and insular possession
(and their agencies and governmental subdivisions) of the United
States. As added by P.L.149-1986, SEC.4.
IC 23-1-20-26 "Subscriber"
Sec. 26. "Subscriber" means a person who subscribes for shares
in 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 more
classes or series that under the articles of incorporation or this article
are entitled to vote and be counted together collectively on a matter
at a meeting of shareholders. All shares entitled by the articles of
incorporation or this article to vote generally on the matter are for
that 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 (including
electronic transmission) unless oral notice is authorized by a
corporation's articles of incorporation or bylaws.
(b) Notice, if otherwise in proper form under this article, may be
communicated:
(1) in person;
(2) by telephone, telegraph, teletype, or other form of wire or
wireless communication;
(3) by mail; or
(4) electronically.
If these forms of personal notice are impracticable, notice may be
communicated by a newspaper of general circulation in the area
where published or by radio, television, or other form of public
broadcast or electronic communication.
(c) Written notice by a domestic or foreign corporation to a
shareholder is effective when mailed, if correctly addressed to the
shareholder's address shown in the corporation's current record of
shareholders.
(d) Written notice to a domestic or foreign corporation
(authorized to transact business in Indiana) may be addressed to its
registered agent at its registered office or to the secretary of the
corporation at its principal office shown in the most recent filing of
the corporation under this article.
(e) Except as provided in subsection (c), written notice is effective
at the earliest of the following:
(1) When received.
(2) Five (5) days after its mailing, as evidenced by the postmark
or private carrier receipt, if correctly addressed to the address
listed in the most current records of the corporation.
(3) On the date shown on the return receipt, if sent by registered
or certified United States mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee.
(f) Oral notice is effective when communicated.
(g) If this article prescribes notice requirements for particular
circumstances, those requirements govern. If articles of incorporation
or bylaws prescribe notice requirements not inconsistent with this
section or other provisions of this article, those requirements govern.
(h) Written notice, including reports or statements from the
corporation, to shareholders who share a common address is
effective if:
(1) the corporation delivers one (1) copy of a notice, report, or
statement to the common address;
(2) the corporation addresses the notice, report, or statement to
the:
(A) shareholders either as a group or to each of the
shareholders individually; or
(B) shareholders in a form in which each of the shareholders
has consented; and
(3) each of the shareholders consents to delivery of a single
copy of the notice, report, or statement to the common address
of the shareholders.
Consent given under subdivision (3) is revocable by a shareholder
who delivers written notice of revocation to the corporation. If a
shareholder delivers written notice of revocation to a corporation, the
corporation shall begin providing individual notices, reports, or other
statements to the shareholder not later than thirty (30) days after
delivery 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 the
corporation within sixty (60) days after written notice by the
corporation of the corporation's intention to send single copies of
notices to shareholders who share a common address as permitted by
subsection (h) is considered to have consented to receiving a single
copy 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 of
shareholders, 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 a
shareholder.
(2) A corporation, limited liability company, partnership, trust,
estate, or other entity.
(3) The trustees, guardians, custodians, or other fiduciaries of
a single trust, estate, or account.
(b) For purposes of this article, shareholdings registered in
substantially similar names constitute one (1) shareholder if it is
reasonable 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.
