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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" includes amended and restated
articles of incorporation and articles of merger.
As added by P.L.149-1986, SEC.4.
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 23-1-20-4
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
Sec. 6. "Deliver" includes mail.
As added by P.L.149-1986, SEC.4.
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 23-1-20-9
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) State, United States, and foreign government.
As added by P.L.149-1986, SEC.4.
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 23-1-20-18
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 23-1-20-21
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 23-1-20-25
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 23-1-20-28
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 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; or
(3) by mail.
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 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.
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.