Ind. Code ch. 23-1.3-6

in effect

Ind. Code § 23-1.3-6-1 Benefit director

Sec. 1. The board of directors of a benefit corporation must include a director who: (1) is designated the benefit director; and (2) has, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this chapter. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-6-2 Elect; independent; presumed not independent; additional qualification requirements

Sec. 2. (a) A benefit director shall be elected, and may be removed, in the manner provided under IC 23-1-33. (b) Except as provided in section 6 or 7 of this chapter, a benefit director shall be an individual who is independent. An individual is conclusively presumed not independent under this subsection if any of the following apply: (1) The individual: (A) is; or (B) has been within the past three (3) years; an employee, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation. (2) An immediate family member of the individual: (A) is; or (B) has been within the past three (3) years; an executive officer, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation. (3) There is ownership of at least five percent (5%) of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by: (A) the individual; or (B) an entity: (i) of which the individual is a director, an officer, or a manager; or (ii) in which the individual owns at least five percent (5%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the business entity had been exercised. (c) An individual serving as a benefit director or benefit officer does not in itself make the individual not independent. (d) A benefit director may serve as the benefit officer at the same time as serving as the benefit director. (e) A benefit corporation may prescribe in its articles of incorporation or bylaws additional qualification requirements for the benefit director if the additional qualification requirements are not inconsistent with this section. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-6-3 Report

Sec. 3. A benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required under IC 23-1.3-10, a report of the benefit director on all the following: (1) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the annual benefit report. (2) Whether the: (A) directors complied with IC 23-1.3-5-1; and (B) officers complied with IC 23-1.3-7-1. (3) If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in subdivision (1) or (2), a description of the ways in which the benefit corporation or its directors or officers failed to act or comply. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-6-4 Status of actions

Sec. 4. The act or inaction of an individual in the individual's capacity as a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-6-5 Immune from personal liability

Sec. 5. Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by IC 23-1-37, a benefit director is not personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing (other than a conflict of interest transaction described in IC 23-1-35-2(a)), willful misconduct, recklessness, or a knowing violation of law. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-6-6 Benefit directors of professional corporations

Sec. 6. The benefit director of a professional corporation is not required to be independent. As added by P.L.93-2015, SEC.3.

Ind. Code § 23-1.3-6-7 Powers and duties exercised by persons other than directors

Sec. 7. (a) The articles of incorporation or bylaws of a benefit corporation must provide that the persons or shareholders who perform the duties of the board of directors include a person with the powers, duties, rights, and immunities of a benefit director if the articles of incorporation of the benefit corporation provide that the powers and duties conferred or imposed upon the board of directors shall be exercised or performed by a person other than the directors under IC 23-1-33-1(c). (b) A person that exercises one (1) or more of the powers, duties, or rights of a benefit director under this section: (1) does not need to be independent of the benefit corporation; (2) has the immunities of a benefit director; and (3) may share the powers, duties, and rights of a benefit director with one (1) or more persons. 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