Ind. Code ch. 23-1.3-3

in effect

Ind. Code § 23-1.3-3-1 Incorporation as benefit corporation

Sec. 1. A benefit corporation shall be incorporated in accordance with IC 23-1-21, except that its articles of incorporation must state that it is a benefit corporation. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-3-2 Election of benefit corporation status by existing corporation; amending articles of incorporation; minimum status vote

Sec. 2. (a) Subject to subsection (b), an existing corporation may become a benefit corporation under this article by amending its articles of incorporation to contain, in addition to any content requirements for articles of incorporation under IC 23-1, the following: (1) A statement that the corporation is a benefit corporation. (2) A statement reading "By enacting this article, the State of Indiana does not endorse any particular benefit corporation, or approve or disapprove any of the purposes of a benefit corporation or any claimed general public benefit or specific public benefit, and no inference should be drawn from the acceptance of any filings with respect to a benefit corporation under IC 23-1.3, that the benefit corporation has or will in fact provide any general public benefit or specific public benefit. (b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by at least a minimum status vote. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-3-3 Plan of merger, consolidation, conversion, or share exchange; minimum status vote

Sec. 3. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40. (b) If: (1) a domestic entity that is not a benefit corporation is a party to: (A) a merger, consolidation, or conversion; or (B) the exchanging entity in a share exchange; and (2) the surviving entity in the merger, consolidation, conversion, or share exchange is to be a benefit corporation; the plan of merger, consolidation, conversion, or share exchange must be adopted by the domestic entity by at least the minimum status vote. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-3-4 Terminating status; minimum status vote

Sec. 4. (a) Subject to subsection (b), a benefit corporation may terminate its status as a benefit corporation and cease to be subject to this article by amending its articles of incorporation to delete the statement in its articles of incorporation required under sections 1 and 2 of this chapter. (b) An amendment to the articles of incorporation under subsection (a) is not effective unless the amendment is adopted by at least a minimum status vote. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-3-5 Plan of merger, consolidation, conversion, or share affecting status; minimum status vote

Sec. 5. (a) This section does not apply to a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger under IC 23-1-40. (b) If a plan of merger, consolidation, conversion, or share exchange would have the effect of terminating the status of a corporation as a benefit corporation, the plan must be adopted by at least a minimum status vote in order to be effective. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-3-6 Requirements for sale, lease, exchange, or other disposition of assets

Sec. 6. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation is not effective unless one (1) or more of the following apply: (1) The transaction is in the usual and regular course of business. (2) The transaction is approved by at least a minimum status vote. As added by P.L.93-2015, SEC.3.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/23Fetched: 10/17/2026