Indiana Code
Title 23. Business and Other Associations
Article 1.3. Benefit Corporations

Chapter 1. Application

23-1.3-1-1. Application of Article - Sec. 1. This article is applicable to all benefit corporations....

23-1.3-1-2. Applicability of Other Laws - Sec. 2. This article does not of itself create an...

23-1.3-1-3. Effect of Article - Sec. 3. This article does not affect a statute or...

23-1.3-1-4. Corporation Law Applicable - Sec. 4. Except as otherwise provided in this article, IC...

23-1.3-1-5. Articles of Incorporation and Bylaws Consistent With This Article - Sec. 5. The articles of incorporation or bylaws of a...

Chapter 2. Definitions

23-1.3-2-1. Application of Corporation Law Definitions - Sec. 1. The definitions in IC 23-1-20 apply throughout this...

23-1.3-2-2. Application of Definitions - Sec. 2. The definitions in this chapter apply throughout this...

23-1.3-2-3. "Benefit Corporation" - Sec. 3. "Benefit corporation" means a corporation to which both...

23-1.3-2-4. "Benefit Director" - Sec. 4. "Benefit director" refers to an individual designated as...

23-1.3-2-5. "Benefit Enforcement Proceeding" - Sec. 5. "Benefit enforcement proceeding" means any claim, action, or...

23-1.3-2-6. "Benefit Officer" - Sec. 6. "Benefit officer" means an individual designated as the...

23-1.3-2-7. "General Public Benefit" - Sec. 7. "General public benefit" means a material positive impact...

23-1.3-2-8. "Independent" - Sec. 8. "Independent" means a person that has no material...

23-1.3-2-9. "Minimum Status Vote" - Sec. 9. "Minimum status vote" means the following: (1) For...

23-1.3-2-10. "Specific Public Benefit" - Sec. 10. (a) "Specific public benefit" means a benefit that...

23-1.3-2-11. "Subsidiary" - Sec. 11. "Subsidiary" means, in relation to a person, a...

23-1.3-2-12. "Third Party Standard" - Sec. 12. "Third party standard" means a recognized standard for...

Chapter 3. Benefit Corporation Status

23-1.3-3-1. Incorporation as Benefit Corporation - Sec. 1. A benefit corporation shall be incorporated in accordance...

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...

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...

23-1.3-3-4. Terminating Status; Minimum Status Vote - Sec. 4. (a) Subject to subsection (b), a benefit corporation...

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...

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...

Chapter 4. Purpose of a Benefit Corporation

23-1.3-4-1. General Public Benefit Purpose - Sec. 1. A benefit corporation shall have a purpose of...

23-1.3-4-2. Specific Public Benefit Purpose - Sec. 2. (a) A benefit corporation may identify in its...

23-1.3-4-3. Effect of Public Benefit Purposes - Sec. 3. The creation of general public benefit and a...

23-1.3-4-4. Amending Articles of Incorporation; Specific Public Benefit - Sec. 4. (a) Subject to subsection (b), a benefit corporation...

23-1.3-4-5. Professional Corporations - Sec. 5. A professional corporation that is a benefit corporation...

Chapter 5. Standard of Conduct for Directors

23-1.3-5-1. Consideration of Interests - Sec. 1. The following apply to the board of directors,...

23-1.3-5-2. Consideration of Interests Consistent With Other Laws - Sec. 2. The consideration of interests and factors provided in...

23-1.3-5-3. Immune From Personal Liability - Sec. 3. Except as otherwise provided in the bylaws of...

23-1.3-5-4. No Duty to Beneficiary - Sec. 4. A director does not have a duty to...

Chapter 6. Benefit Director

23-1.3-6-1. Benefit Director - Sec. 1. The board of directors of a benefit corporation...

23-1.3-6-2. Elect; Independent; Presumed Not Independent; Additional Qualification Requirements - Sec. 2. (a) A benefit director shall be elected, and...

23-1.3-6-3. Report - Sec. 3. A benefit director shall prepare, and the benefit...

23-1.3-6-4. Status of Actions - Sec. 4. The act or inaction of an individual in...

23-1.3-6-5. Immune From Personal Liability - Sec. 5. Regardless of whether the articles of incorporation or...

23-1.3-6-6. Benefit Directors of Professional Corporations - Sec. 6. The benefit director of a professional corporation is...

23-1.3-6-7. Powers and Duties Exercised by Persons Other Than Directors - Sec. 7. (a) The articles of incorporation or bylaws of...

Chapter 7. Standard of Conduct for Officers

23-1.3-7-1. Consideration of Interests and Factors - Sec. 1. Each officer of a benefit corporation shall consider...

23-1.3-7-2. Consideration of Interests and Factors Consistent With Duties - Sec. 2. The consideration of interests and factors in the...

23-1.3-7-3. Immune From Personal Liability - Sec. 3. Except as provided in the bylaws of the...

23-1.3-7-4. No Duty to Beneficiary - Sec. 4. An officer does not have a duty to...

Chapter 8. Benefit Officer

23-1.3-8-1. Benefit Officer - Sec. 1. A benefit corporation may have an officer designated...

23-1.3-8-2. Powers and Duties - Sec. 2. A benefit officer shall have: (1) the powers...

Chapter 9. Right of Action

23-1.3-9-1. Limit on Actions - Sec. 1. A person may not, except in a benefit...

23-1.3-9-2. Immune From Liability for Failure to Pursue or Create General or Specific Public Benefit - Sec. 2. A benefit corporation is not liable for monetary...

23-1.3-9-3. Benefit Enforcement Proceeding - Sec. 3. A benefit enforcement proceeding may be commenced or...

Chapter 10. Annual Benefit Report

23-1.3-10-1. Content - Sec. 1. A benefit corporation shall prepare an annual benefit...

23-1.3-10-2. Written Correspondence by Benefit Director - Sec. 2. If, during the year covered by a benefit...

23-1.3-10-3. Audit or Certification Not Required - Sec. 3. The following are not required to be audited...

23-1.3-10-4. Send to Shareholders - Sec. 4. A benefit corporation shall send its annual benefit...

23-1.3-10-5. Post on Internet Web Site - Sec. 5. If a benefit corporation has an Internet web...

23-1.3-10-6. Delivery to Secretary of State for Filing - Sec. 6. (a) The benefit corporation shall deliver, concurrently with...