Ind. Code ch. 23-0.5-1.5

in effect

Ind. Code § 23-0.5-1.5-1 Application of definitions

Sec. 1. Except as otherwise provided by this article, the definitions set forth in this chapter apply throughout this article. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-2 "Biennial report"

Sec. 2. "Biennial report" means the report required by IC 23-0.5-2-13. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-3 "Business corporation"

Sec. 3. "Business corporation" means a domestic business corporation incorporated under or subject to IC 23-1, IC 23-1.3, or IC 23-1.5 or a foreign business corporation. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-4 "Commercial registered agent"

Sec. 4. "Commercial registered agent" means a person listed under IC 23-0.5-4-4. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-4.2 "Contact address"

Sec. 4.2. "Contact address" means the residence address of a governing person of an entity, whether or not that residence is in Indiana, or the address of the customer of a commercial mail receiving agency with which a governing person of an entity has a valid commercial mail receiving agreement established with the United States Postal Service as long as the information required by IC 23-0.5-8-4 is provided to the secretary of state's office. As added by P.L.96-2025, SEC.1.

Ind. Code § 23-0.5-1.5-5 "Domestic"

Sec. 5. "Domestic", with respect to an entity, means governed as to its internal affairs by the law of Indiana. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-6 "Economic interest"

Sec. 6. "Economic interest" means an interest holder's economic rights in an entity, including the interest holder's share of the profits and losses of the entity and the right to receive distributions from the entity. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-7 "Effective date"

Sec. 7. "Effective date", when referring to a record filed by the secretary of state, means the time and date determined in accordance with IC 23-0.5-2-3. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-8 "Entity"

Sec. 8. (a) "Entity" means: (1) a business corporation; (2) a nonprofit corporation; (3) a general partnership, including a limited liability partnership; (4) a limited partnership; or (5) a limited liability company. (b) The term does not include: (1) an individual; (2) a business trust, a trust with a predominately donative purpose, or a charitable trust; (3) an association or relationship that: (A) is not listed in subsection (a); and (B) is not a partnership under the rules stated in IC 23-4-1-7 or a similar provision of the law of another jurisdiction; (4) a decedent's estate; (5) a government or a governmental subdivision, agency, or instrumentality; or (6) any other person that has: (A) a legal existence separate from any interest holder of that person; or (B) the power to acquire an interest in real property in its own name. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-9 "Entity filing"

Sec. 9. "Entity filing" means a record delivered to the secretary of state for filing under this article. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-10 "Filed record"

Sec. 10. "Filed record" means a record filed by the secretary of state under this article. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-11 "Filing entity"

Sec. 11. "Filing entity" means a business corporation, a nonprofit corporation, a limited liability partnership, a limited partnership, or a limited liability company. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-12 "Foreign"

Sec. 12. "Foreign", with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than Indiana. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-13 "General partnership"

Sec. 13. "General partnership" means a domestic general partnership formed under or subject to IC 23-4-1 or a foreign general partnership. The term includes a limited liability partnership except for the purposes of IC 23-0.5-3-4. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-14 "Governance interest"

Sec. 14. "Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governing person, agent, assignee, or proxy, to: (1) receive or demand access to information concerning, or the books and records of, the entity; (2) vote for or consent to the election of the governing persons of the entity; or (3) receive notice of or vote on or consent to an issue involving the internal affairs of the entity. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-15 "Governing person"

Sec. 15. "Governing person" means: (1) a director of a business corporation; (2) a director or trustee of a nonprofit corporation; (3) a general partner of a general partnership; (4) a general partner of a limited partnership; (5) a manager of a manager-managed limited liability company; (6) a member of a member-managed limited liability company; or (7) any other individual under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed under the organic law and organic rules of the entity. As added by P.L.118-2017, SEC.5. Amended by P.L.177-2019, SEC.5.

Ind. Code § 23-0.5-1.5-16 "Interest"

Sec. 16. "Interest" means: (1) a share in a business corporation; (2) a membership in a nonprofit corporation; or (3) a governance interest or economic interest in any other type of unincorporated entity. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.1.

Ind. Code § 23-0.5-1.5-17 "Interest holder"

Sec. 17. "Interest holder" means: (1) a shareholder of a business corporation; (2) a member of a nonprofit corporation; (3) a general partner of a general partnership; (4) a general partner of a limited partnership; (5) a limited partner of a limited partnership; (6) a member of a limited liability company; or (7) any other direct holder of an interest. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-18 "Jurisdiction"

Sec. 18. "Jurisdiction", used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-19 "Jurisdiction of formation"

Sec. 19. "Jurisdiction of formation" means the jurisdiction whose law includes the law for formation of an entity. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-20 "Limited liability company"

Sec. 20. "Limited liability company" means a domestic limited liability company formed under or subject to IC 23-18, a domestic series limited liability company formed under or subject to IC 23-18.1, a foreign limited liability company, or a foreign series limited liability company. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-21 "Limited liability partnership"

Sec. 21. "Limited liability partnership" means a domestic limited liability partnership registered under or subject to IC 23-4-1-45 through IC 23-4-1-46 or a foreign limited liability partnership. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-22 "Limited partnership"

Sec. 22. "Limited partnership" means a domestic limited partnership formed under or subject to IC 23-16 or a foreign limited partnership. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-23 "Noncommercial registered agent"

Sec. 23. "Noncommercial registered agent" means a person that is not a commercial registered agent and is: (1) an individual or domestic or foreign entity that serves in this state as the registered agent of an entity; or (2) an individual who holds the office or other position in an entity which is designated as the registered agent under IC 23-0.5-4-3(b)(2). As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-24 "Nonprofit corporation"

Sec. 24. "Nonprofit corporation" means a domestic nonprofit corporation incorporated under or subject to IC 23-17 or a foreign nonprofit corporation. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-25 "Nonregistered foreign entity"

Sec. 25. "Nonregistered foreign entity" means a foreign entity that is not registered to do business in Indiana under a statement of registration filed by the secretary of state. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-26 "Organic law"

Sec. 26. "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-27 "Organic rules"

Sec. 27. "Organic rules" means the public organic record and private organic rules or governing agreements of an entity. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-28 "Person"

Sec. 28. "Person" means an individual, business corporation, nonprofit corporation, general partnership, limited partnership, limited liability company, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-29 "Principal office"

Sec. 29. (a) Except as provided in subsection (b), "principal office" means the usual place of business, headquarters, or other office at which a governing person of an entity is commonly present. (b) For entities subject to IC 23-0.5-8-4, "principal office" means an entity's contact address. As added by P.L.118-2017, SEC.5. Amended by P.L.96-2025, SEC.2.

Ind. Code § 23-0.5-1.5-30 "Private organic rules"

Sec. 30. "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes: (1) the bylaws of a business corporation; (2) the bylaws of a nonprofit corporation; (3) the partnership agreement of a general partnership; (4) the partnership agreement of a limited partnership; and (5) the operating agreement of a limited liability company. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-31 "Proceeding"

Sec. 31. "Proceeding" includes a civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-32 "Property"

Sec. 32. "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest in such property. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-33 "Public organic record"

Sec. 33. "Public organic record" means: (1) the articles of incorporation of a business corporation; (2) the articles of incorporation of a nonprofit corporation; (3) the certificate of limited partnership of a limited partnership; (4) the certificate of registration of a limited liability partnership; and (5) the articles of organization of a limited liability company; filed by the secretary of state and any amendment or restatement of that record. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-34 "Receipt"

Sec. 34. "Receipt" means actual receipt as distinguished from constructive receipt. "Receive" has a corresponding meaning. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-35 "Record"

Sec. 35. "Record", used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-36 "Registered agent"

Sec. 36. "Registered agent" means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The term includes a commercial registered agent and a noncommercial registered agent. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-37 "Registered agent filing"

Sec. 37. "Registered agent filing" means: (1) the public organic record of a domestic filing entity; (2) a registration statement filed under IC 23-0.5-5-3; or (3) a designation of agent. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-38 "Registered foreign entity"

Sec. 38. "Registered foreign entity" means a foreign entity that is registered to do business in Indiana under a statement of registration filed by the secretary of state. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-39 "Regulated entity"

Sec. 39. "Regulated entity" means a bank, a savings bank, a savings association, a corporate fiduciary, a credit union, an industrial loan and investment company, a surety company, a trust company, a safe deposit company, a railroad corporation, an insurance company, and a building and loan association. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-40 "Represented entity"

Sec. 40. "Represented entity" means: (1) a domestic filing entity; or (2) a registered foreign entity. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-41 "Sign"

Sec. 41. "Sign" means, with present intent to authenticate or adopt a record: (1) to execute or adopt a tangible symbol; or (2) to attach to or logically associate with the record an electronic symbol, sound, or process. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-42 "State"

Sec. 42. "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-43 "Transfer"

Sec. 43. "Transfer" includes: (1) an assignment; (2) a conveyance; (3) a sale; (4) a lease; (5) an encumbrance, including a mortgage or security interest; (6) a gift; and (7) a transfer by operation of law. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-1.5-44 "Written"

Sec. 44. "Written" means inscribed on a tangible medium. "Writing" has a corresponding meaning. As added by P.L.118-2017, SEC.5.

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