Indiana 2023 Regular Session

Indiana House Bill HB1581 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
	1	+	EH1581.2
	2	+	April 14, 2023
	3	+	ENGROSSED
	4	+	HOUSE BILL No. 1581
	5	+	_____
	6	+	DIGEST OF HB 1581 (Updated April 13, 2023 10:03 am - DI 140)
	7	+	Citations Affected: IC 15-12; IC 23-0.5; IC 23-2; IC 23-18; IC 23-19;
	8	+	IC 23-20.
	9	+	Synopsis: Business associations. Provides that the definitions for the
	10	+	uniform business organizations code apply to agricultural cooperatives.
	11	+	Removes the requirement that articles of incorporation for agricultural
	12	+	cooperatives must be acknowledged by at least one incorporator before
	13	+	a notary public. Provides that the uniform business transactions act
	14	+	applies to agricultural cooperatives for certain purposes. Adds business
	15	+	trusts and agricultural cooperatives to lists of entities that the secretary
	16	+	of state may revoke registrations for or dissolve. Makes conforming
	17	+	changes. Amends the statute concerning the securities restitution fund
	18	+	(fund) as follows: (1) Provides that 2% of funds received from fees and
	19	+	revenues from the administration of the Indiana Uniform Securities Act
	20	+	must be deposited in the fund instead of the state general fund. (2)
	21	+	Provides that any amount of the balance of the fund at the end of a
	22	+	particular state fiscal year that exceeds $2,000,000 reverts to the state
	23	+	general fund. (3) Provides that to ensure the financial viability of the
	24	+	fund, the securities commissioner may: (A) divide into installments;
	25	+	(B) delay; or (C) divide into installments and delay; any payments
	26	+	owed to claimants.
	27	+	Effective: July 1, 2023.
	28	+	Heaton, McGuire
	29	+	(SENATE SPONSOR — HOLDMAN)
	30	+	January 19, 2023, read first time and referred to Committee on Financial Institutions.
	31	+	February 2, 2023, amended, reported — Do Pass.
	32	+	February 6, 2023, read second time, ordered engrossed.
	33	+	February 7, 2023, engrossed.
	34	+	February 9, 2023, read third time, passed. Yeas 93, nays 0.
	35	+	SENATE ACTION
	36	+	February 27, 2023, read first time and referred to Committee on Judiciary.
	37	+	March 16, 2023, reported favorably — Do Pass; reassigned to Committee on
	38	+	Appropriations.
	39	+	April 13, 2023, reported favorably — Do Pass.
	40	+	EH 1581—LS 7151/DI 148 April 14, 2023
1	41		First Regular Session of the 123rd General Assembly (2023)
2	42		PRINTING CODE. Amendments: Whenever an existing statute (or a section of the Indiana
3	43		Constitution) is being amended, the text of the existing provision will appear in this style type,
4	44		additions will appear in this style type, and deletions will appear in this style type.
5	45		Additions: Whenever a new statutory provision is being enacted (or a new constitutional
6	46		provision adopted), the text of the new provision will appear in this style type. Also, the
7	47		word NEW will appear in that style type in the introductory clause of each SECTION that adds
8	48		a new provision to the Indiana Code or the Indiana Constitution.
9	49		Conflict reconciliation: Text in a statute in this style type or this style type reconciles conflicts
10	50		between statutes enacted by the 2022 Regular Session of the General Assembly.
11		-	HOUSE ENROLLED ACT No. 1581
12		-	AN ACT to amend the Indiana Code concerning business and other
13		-	associations.
	51	+	ENGROSSED
	52	+	HOUSE BILL No. 1581
	53	+	A BILL FOR AN ACT to amend the Indiana Code concerning
	54	+	business and other associations.
14	55		Be it enacted by the General Assembly of the State of Indiana:
15		-	SECTION 1. IC 15-12-1-2, AS ADDED BY P.L.2-2008, SECTION
16		-	3, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1,
17		-	2023]: Sec. 2. The definitions in IC 23-0.5 and IC 23-1 apply to this
18		-	chapter to the extent they do not conflict with the definitions in this
19		-	chapter.
20		-	SECTION 2. IC 15-12-1-12, AS AMENDED BY P.L.118-2017,
21		-	SECTION 3, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
22		-	JULY 1, 2023]: Sec. 12. (a) The incorporators of an association to be
23		-	formed under this chapter shall execute and file articles of
24		-	incorporation setting forth the following:
25		-	(1) The name of the proposed association.
26		-	(2) The purpose or purposes for which it is formed.
27		-	(3) The period during which it is to continue to exist, if the period
28		-	is to be limited.
29		-	(4) The post office address of its principal office and the name
30		-	and address of its registered agent as provided in IC 23-0.5-4.
31		-	(5) If organized without capital stock, whether the property rights
32		-	and interest of the members are equal or unequal. If property
33		-	rights and interest of the members are unequal, the articles of
34		-	incorporation must set forth the provisions under and by which
35		-	the property rights and interests of the respective members are to
36		-	HEA 1581 2
37		-	be determined and fixed.
38		-	(6) The following information, if the association is organized with
39		-	capital stock:
40		-	(A) The total number of shares that the association may issue.
41		-	(B) Whether all or part of the shares have a par value.
42		-	(C) If all or part of the shares have a par value, the number and
43		-	par value of the shares.
44		-	(D) Whether all or part of the shares are without a par value.
45		-	(E) If all or part of the shares are without a par value, the
46		-	number of shares without a par value.
47		-	(F) If the shares are to be divided into classes or kinds:
48		-	(i) the number and par value, if any, of the shares of each
49		-	class; and
50		-	(ii) subject to the limitations provided in this chapter with
51		-	respect to issuance of voting stock, either a statement of the
52		-	relative rights, preferences, limitations, and restrictions of
53		-	each class, or a provision expressly vesting authority in the
54		-	board of directors to determine the relative rights,
55		-	preferences, limitations, and restrictions of each class by
56		-	resolution or resolutions adopted before the issuance of any
57		-	shares of the specific class.
58		-	(G) If the shares of any class are to be issuable in series:
59		-	(i) descriptions of the several series; and
60		-	(ii) subject to the limitation provided in this chapter with
61		-	respect to the issuance of voting stock, a statement of the
62		-	relative rights, preferences, limitations, and restrictions of
63		-	each series, or a provision expressly vesting authority in the
64		-	board of directors to determine the relative rights,
65		-	preferences, limitations, and restrictions of each series by
66		-	resolution or resolutions adopted before the issuance of any
67		-	of the shares of the specific series.
68		-	(7) The number of directors constituting the initial board of
69		-	directors of the association.
70		-	(8) The names and post office addresses of the first board of
71		-	directors.
72		-	(9) The names and post office addresses of the incorporators.
73		-	(10) Any other provisions, consistent with Indiana laws, for the
74		-	regulation of the business and conduct of the affairs of the
75		-	association and for creating, defining, limiting, or regulating the
76		-	powers of the following:
77		-	(A) The association.
78		-	(B) The directors.
79		-	HEA 1581 3
80		-	(C) The members.
81		-	(D) The shareholders of any class or classes of shareholders.
82		-	(b) The articles of incorporation must be:
83		-	(1) prepared and signed in duplicate by the incorporators; and
84		-	(2) acknowledged by at least one (1) of the incorporators before
85		-	a notary public; and
86		-	(3) (2) presented in duplicate to the secretary of state at the
87		-	secretary of state's office and accompanied by the fees prescribed
88		-	by this chapter.
89		-	SECTION 3. IC 15-12-1-14, AS ADDED BY P.L.2-2008,
90		-	SECTION 3, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
91		-	JULY 1, 2023]: Sec. 14. (a) Subject to subsections (b) and (c), an
92		-	association may amend the association's articles of incorporation,
93		-	merge or consolidate with one (1) or more other associations or
94		-	corporations, effect special corporate transactions as described in
95		-	IC 23-0.6 and IC 23-1, or dissolve by following the procedures
96		-	specified in IC 23-0.6 and IC 23-1.
97		-	(b) An amendment to the articles of incorporation of an association
98		-	organized under or governed by this chapter or an agreement of merger
99		-	or consolidation to which an association organized under or governed
100		-	by this chapter is a party may be adopted:
101		-	(1) by the affirmative votes of the majority of the members
102		-	entitled to vote with respect to the amendment or agreement and
103		-	voting at the meeting called for that purpose, if the voting rights
104		-	of the members are equal; or
105		-	(2) by the affirmative votes of the majority of the votes cast by the
106		-	members entitled to vote with respect to the amendment or
107		-	agreement and voting at the meeting called for that purpose, if the
108		-	voting rights of the members are not equal.
109		-	(c) A special corporate transaction or dissolution of an association
110		-	organized under or governed by this chapter may be authorized:
111		-	(1) by the affirmative votes of three-fourths (3/4) of the members
112		-	entitled to vote with respect to the transaction or dissolution and
113		-	voting at the meeting called for that purpose, if the voting rights
114		-	of the members are equal; or
115		-	(2) by the affirmative votes of three-fourths (3/4) of the votes cast
116		-	by the members entitled to vote with respect to the transaction or
117		-	dissolution and voting at the meeting called for that purpose, if
118		-	the voting rights of the members are not equal.
119		-	SECTION 4. IC 15-12-1-47, AS ADDED BY P.L.2-2008,
120		-	SECTION 3, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
121		-	JULY 1, 2023]: Sec. 47. IC 23-0.5, IC 23-0.6, IC 23-1, and all powers
122		-	HEA 1581 4
123		-	and rights under IC 23-0.5, IC 23-0.6, and IC 23-1 apply to
124		-	associations organized under or governed by this chapter, except where
125		-	IC 23-0.5, IC 23-0.6, or IC 23-1 conflicts with or is inconsistent with
126		-	this chapter.
127		-	SECTION 5. IC 23-0.5-5-10, AS ADDED BY P.L.118-2017,
128		-	SECTION 5, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
129		-	JULY 1, 2023]: Sec. 10. (a) If a registered foreign entity merges into
130		-	a registered or nonregistered foreign entity or converts to a foreign
131		-	entity required to register with the secretary of state to do business in
132		-	Indiana, the foreign entity shall deliver to the secretary of state for
133		-	filing a notice of merger or conversion. The notice must be signed by
134		-	the surviving or converted entity and state:
135		-	(1) the name of the registered foreign entity before the merger or
136		-	conversion;
137		-	(2) the type of entity it was before the merger or conversion;
138		-	(3) the name of the applicant entity and, if the name does not
139		-	comply with IC 23-0.5-3-1, an alternate name adopted under
140		-	section 6(a) of this chapter;
141		-	(4) the type of entity of the applicant entity and its jurisdiction of
142		-	formation; and
143		-	(5) the following information regarding the entity, if different than
144		-	the information for the foreign entity before the merger or
145		-	conversion:
146		-	(A) The street address of the principal office of the entity.
147		-	(B) The information required under IC 23-0.5-4-3(b).
148		-	(b) When a notice of merger or conversion takes effect, the
149		-	registration of the registered foreign entity to do business in Indiana is
150		-	transferred without interruption to the entity into which it has merged
151		-	or to which it has been converted.
152		-	SECTION 6. IC 23-0.5-5-11, AS AMENDED BY P.L.52-2018,
153		-	SECTION 20, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
154		-	JULY 1, 2023]: Sec. 11. (a) The secretary of state may revoke the
155		-	registration of a registered foreign entity, business trust, or
156		-	agricultural cooperative if:
157		-	(1) the entity does not pay, not later than sixty (60) days after the
158		-	due date, any fee, tax, interest, or penalty required to be paid to
159		-	the secretary of state under this article or law of Indiana other
160		-	than this article;
161		-	(2) the entity does not deliver to the secretary of state for filing,
162		-	not later than sixty (60) days after the due date, a biennial report;
163		-	(3) the entity does not have a registered agent as required by
164		-	IC 23-0.5-4-1;
165		-	HEA 1581 5
166		-	(4) the entity does not deliver to the secretary of state for filing a
167		-	statement of change under IC 23-0.5-4-6 not later than thirty (30)
168		-	days after a change occurs in the name or address of the entity's
169		-	registered agent; or
170		-	(5) the secretary of state receives a duly authenticated certificate
171		-	from the secretary of state or other official having custody of
172		-	entity filings in the state or country under whose law the entity is
173		-	registered stating that it has been dissolved or disappeared as the
174		-	result of a merger.
175		-	(b) If the secretary of state determines that one (1) or more grounds
176		-	exists under subsection (a) for revocation of a registration, the secretary
177		-	of state shall provide to the foreign entity written notice of the
178		-	determination, unless the secretary of state:
179		-	(1) receives a receipt showing failure of a previous attempt of
180		-	service of process upon the entity's registered agent at the address
181		-	of the registered office; and
182		-	(2) determines that the secretary of state's office has no record of
183		-	the entity's principal office address.
184		-	(c) The notice under subsection (b) must state:
185		-	(1) the effective date of the revocation, which must be at least
186		-	sixty (60) days after the date the secretary of state delivers the
187		-	copy; and
188		-	(2) the grounds for revocation under subsection (a).
189		-	(d) The authority of a registered foreign entity to do business in
190		-	Indiana ceases on the effective date of the notice of revocation under
191		-	subsection (b), unless before that date the entity cures each ground for
192		-	revocation stated in the notice. If the entity cures each ground, the
193		-	secretary of state shall file a record so stating.
194		-	(e) The secretary of state's revocation of a registration appoints the
195		-	secretary of state the entity's agent for service of process in any
196		-	proceeding based on a cause of action that arose during the time the
197		-	entity was authorized to transact business in Indiana. Service of process
198		-	on the secretary of state under this subsection is service on the entity.
199		-	Upon receipt of process, the secretary of state shall mail a copy of the
200		-	process to the entity at its principal office shown in its most recent
201		-	biennial report or in any subsequent communication received from the
202		-	entity stating the current mailing address of its principal office, unless
203		-	the secretary of state:
204		-	(1) receives a receipt showing failure of a previous attempt of
205		-	service of process upon the entity's registered agent at the address
206		-	of the registered office; and
207		-	(2) determines that the secretary of state's office has no record of
208		-	HEA 1581 6
209		-	the entity's principal office address.
210		-	(f) Revocation of an entity's registration does not terminate the
211		-	authority of the registered agent of the entity.
212		-	SECTION 7. IC 23-0.5-6-2, AS AMENDED BY P.L.206-2021,
213		-	SECTION 2, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
214		-	JULY 1, 2023]: Sec. 2. (a) If the secretary of state determines that one
215		-	(1) or more grounds exist under section 1 of this chapter for
216		-	administratively dissolving an entity, business trust, or agricultural
217		-	cooperative, the secretary of state shall provide to the entity written
218		-	notice of the determination unless the secretary of state:
219		-	(1) receives a receipt showing failure of a previous attempt of
220		-	service of process upon the entity's registered agent at the address
221		-	of the registered office; and
222		-	(2) determines that the secretary of state's office has no record of
223		-	the filing entity's principal office address.
224		-	(b) If a domestic filing entity, not later than sixty (60) days after
225		-	receiving the notice provided under subsection (a), does not cure or
226		-	demonstrate to the satisfaction of the secretary of state the nonexistence
227		-	of each ground determined by the secretary of state, the secretary of
228		-	state shall administratively dissolve the entity by signing a certificate
229		-	of administrative dissolution that recites the grounds for dissolution
230		-	and the effective date of dissolution. The secretary of state shall file the
231		-	certificate and provide to the entity a copy of the certificate.
232		-	(c) A domestic filing entity that is dissolved administratively
233		-	continues its existence as the same type of entity but may not carry on
234		-	any activities except:
235		-	(1) to apply for reinstatement under section 3 of this chapter; or
236		-	(2) as necessary to wind up its activities and affairs and liquidate
237		-	its assets in the manner provided in its organic law as follows:
238		-	(A) For corporations, under:
239		-	(i) IC 6-8.1-10-9;
240		-	(ii) IC 23-1-45-5;
241		-	(iii) IC 23-1-45-6; and
242		-	(iv) IC 23-1-45-7.
243		-	(B) For nonprofit corporations, under:
244		-	(i) IC 6-8.1-10-9;
245		-	(ii) IC 23-17-22-5;
246		-	(iii) IC 23-17-22-6; and
247		-	(iv) IC 23-17-22-7.
248		-	(C) For limited liability companies, under:
249		-	(i) IC 23-18-9-3;
250		-	(ii) IC 23-18-9-4;
251		-	HEA 1581 7
252		-	(iii) IC 23-18-9-5;
253		-	(iv) IC 23-18-9-6;
254		-	(v) IC 23-18-9-8;
255		-	(vi) IC 23-18-9-9; and
256		-	(vii) IC 23-18-9-10.
257		-	(D) For limited partnerships, under:
258		-	(i) IC 23-16-9-3; and
259		-	(ii) IC 23-16-9-4.
260		-	(E) For limited liability partnerships, under:
261		-	(i) IC 23-4-1-36; and
262		-	(ii) IC 23-4-1-37.
263		-	(d) The administrative dissolution of a domestic filing entity does
264		-	not terminate the authority of its registered agent.
265		-	SECTION 8. IC 23-0.5-7-1, AS ADDED BY P.L.118-2017,
266		-	SECTION 5, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
267		-	JULY 1, 2023]: Sec. 1. The secretary of state may propound to any:
268		-	(1) domestic or foreign entity, business trust, or agricultural
269		-	cooperative, that the secretary of state has reason to believe is
270		-	subject to the provisions of this title under which the domestic
271		-	entity was created or foreign entity is permitted to transact
272		-	business in Indiana; and
273		-	(2) any governing person of the entity described in subdivision
274		-	(1);
275		-	any written interrogatories as may be reasonably necessary and proper
276		-	to enable the secretary of state to ascertain whether the entity was
277		-	formed using suspected fraudulent or alternate filings or is being used
278		-	to commit fraud.
279		-	SECTION 9. IC 23-2-4-1, AS AMENDED BY P.L.278-2013,
280		-	SECTION 17, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
281		-	JULY 1, 2023]: Sec. 1. As used in this chapter, the term:
282		-	"Application fee" means the fee charged an individual, in addition
283		-	to the entrance fee or any other fee, to cover the provider's reasonable
284		-	costs in processing the individual's application to become a resident.
285		-	"Commissioner" means the securities commissioner as provided in
286		-	IC 23-19-6-1(a).
287		-	"Continuing care agreement" means the following:
288		-	(1) For continuing care retirement communities registered before
289		-	January 2, 2007, an agreement by a provider to furnish to at least
290		-	one (1) individual, for the payment of an entrance fee and
291		-	periodic charges, accommodations in a living unit of a home, and
292		-	at least two (2) of the following services for the life of the
293		-	individual or for more than one (1) month unless the agreement
294		-	HEA 1581 8
295		-	is cancelled:
296		-	(A) Meals and related services.
297		-	(B) Nursing care services.
298		-	(C) Medical services.
299		-	(D) Other health related services.
300		-	(2) For continuing care retirement communities registered after
301		-	January 1, 2007, and before July 1, 2009, an agreement by a
302		-	provider to furnish to an individual, for the payment of an
303		-	entrance fee of at least twenty-five thousand dollars ($25,000),
304		-	and periodic charges, accommodations in a living unit of a
305		-	home, and at least one (1) of the following services for the life
306		-	of the individual or for more than one (1) month unless the
307		-	agreement is canceled:
308		-	(A) accommodations in a living unit of a continuing care
309		-	retirement community;
310		-	(B) (A) meals and related services;
311		-	(C) (B) nursing care services;
312		-	(D) (C) medical services;
313		-	(E) (D) other health related services; or
314		-	(F) (E) any combination of these services.
315		-	for the life of the individual or for more than one (1) month,
316		-	unless the agreement is canceled.
317		-	(3) For continuing care retirement communities registered after
318		-	June 30, 2009, an agreement by a provider to furnish to an
319		-	individual, for the payment of an entrance fee of at least
320		-	twenty-five thousand dollars ($25,000), and periodic charges,
321		-	accommodations in a living unit of a home, and at least one (1)
322		-	of the following services for the life of the individual unless
323		-	the agreement is terminated as specified under this chapter:
324		-	(A) accommodations in a living unit of a continuing care
325		-	retirement community;
326		-	(B) (A) meals and related services;
327		-	(C) (B) nursing care services;
328		-	(D) (C) medical services;
329		-	(E) (D) other health related services; or
330		-	(F) (E) any combination of these services.
331		-	for the life of the individual, unless the agreement is terminated
332		-	as specified under this chapter.
333		-	"Continuing care retirement community" includes both of the
334		-	following:
335		-	(1) An independent living facility.
336		-	(2) A health facility licensed under IC 16-28.
337		-	HEA 1581 9
338		-	"Contracting party" means a person or persons who enter into a
339		-	continuing care agreement with a provider.
340		-	"Entrance fee" means the sum of money or other property paid or
341		-	transferred, or promised to be paid or transferred, to a provider in
342		-	consideration for one (1) or more individuals becoming a resident of a
343		-	continuing care retirement community under a continuing care
344		-	agreement.
345		-	"Living unit" means a room, apartment, cottage, or other area within
346		-	a continuing care retirement community set aside for the use of one (1)
347		-	or more identified residents.
348		-	"Long term financing" means financing for a period in excess of one
349		-	(1) year.
350		-	"Omission of a material fact" means the failure to state a material
351		-	fact required to be stated in any disclosure statement or registration in
352		-	order to make the disclosure statement or registration, in light of the
353		-	circumstances under which they were made, not misleading.
354		-	"Person" means an individual, a corporation, a partnership, an
355		-	association, a limited liability company, or other legal entity.
356		-	"Provider" means a person that agrees to provide care under a
357		-	continuing care agreement.
358		-	"Refurbishment fee" means the fee charged an individual, in
359		-	addition to the entrance fee or any other fee, to cover the provider's
360		-	reasonable costs in refurbishing a previously occupied living unit
361		-	specifically designated for occupancy by that individual.
362		-	"Resident" means an individual who is entitled to receive benefits
363		-	under a continuing care agreement.
364		-	"Solicit" means any action of a provider in seeking to have an
365		-	individual residing in Indiana pay an application fee and enter into a
366		-	continuing care agreement, including:
367		-	(1) personal, telephone, or mail communication or any other
368		-	communication directed to and received by any individual in
369		-	Indiana; and
370		-	(2) advertising in any media distributed or communicated by any
371		-	means to individuals residing in Indiana.
372		-	"Termination" refers to the cancellation of a continuing care
373		-	agreement under this chapter.
374		-	SECTION 10. IC 23-18-1-6 IS AMENDED TO READ AS
375		-	FOLLOWS [EFFECTIVE JULY 1, 2023]: Sec. 6. "Corporation" means
376		-	a domestic corporation or a foreign corporation (as defined in either
377		-	IC 23-1 IC 23-0.5 or IC 23-17).
378		-	SECTION 11. IC 23-18-6-4 IS AMENDED TO READ AS
379		-	FOLLOWS [EFFECTIVE JULY 1, 2023]: Sec. 4. (a) Unless otherwise
380		-	HEA 1581 10
381		-	provided in a written operating agreement, a limited liability company
382		-	existing under this article on or before June 30, 1999, is governed by
383		-	this section.
384		-	(b) Except as otherwise provided in a written operating agreement,
385		-	if a limited liability company has at least two (2) members, an
386		-	assignee of an interest may become a member only if the other
387		-	members unanimously consent. If a limited liability company has
388		-	only one (1) member, an assignee of the entire interest may become
389		-	a member:
390		-	(1) under the terms of an agreement between the assignor and
391		-	the assignee; or
392		-	(2) except as otherwise provided in a written operating
393		-	agreement by a specific reference to this subsection or as
394		-	otherwise provided in an agreement between the assignor and
395		-	the assignee, automatically upon the voluntary assignment by
396		-	the sole member of all the member's interest to a single
397		-	assignee that the member consented to at the time of the
398		-	assignment and that was not affected by foreclosure or other
399		-	similar legal process.
400		-	The consent of a member may be evidenced in any manner specified
401		-	in writing in an operating agreement, but in the absence of a
402		-	specification, consent must be evidenced by a written instrument, dated
403		-	and signed by the member.
404		-	(c) An assignee who becomes a member:
405		-	(1) has, to the extent assigned, the rights and powers and is
406		-	subject to the restrictions and liabilities of a member under the
407		-	articles of organization, any operating agreement, and this article;
408		-	and
409		-	(2) is liable for any obligations of the member's assignor for
410		-	unpaid contributions under IC 23-18-5-1 or for any wrongful
411		-	distributions under IC 23-18-5-7.
412		-	However, the assignee is not obligated for liabilities of which the
413		-	assignee had no knowledge at the time the assignee became a member
414		-	and that could not be ascertained from a written operating agreement.
415		-	(d) Whether or not an assignee of an interest becomes a member, the
416		-	assignor is not released from the assignor's liability to the limited
417		-	liability company for unpaid contributions under IC 23-18-5-1 or for
418		-	any wrongful distributions under IC 23-18-5-7 that are solely a result
419		-	of the assignment.
420		-	(e) Unless otherwise provided in a written operating agreement, a
421		-	member who assigns the member's entire interest in the limited liability
422		-	company ceases to be a member or to have the power to exercise any
423		-	HEA 1581 11
424		-	rights of a member when an assignee of the member's interest becomes
425		-	a member with respect to the assigned interest.
426		-	SECTION 12. IC 23-18-6-4.1 IS AMENDED TO READ AS
427		-	FOLLOWS [EFFECTIVE JULY 1, 2023]: Sec. 4.1. (a) A limited
428		-	liability company formed under this article after June 30, 1999, is
429		-	governed by this section.
430		-	(b) Except as otherwise provided in a written operating agreement,
431		-	if a limited liability company has at least two (2) members, an assignee
432		-	of an interest may become a member only if the other members
433		-	unanimously consent. The consent of a member may be evidenced in
434		-	any manner specified in writing in an operating agreement, but in the
435		-	absence of a specification, consent must be evidenced by a written
436		-	instrument, dated and signed by the member. If a limited liability
437		-	company has only one (1) member, an assignee of an the entire
438		-	interest may become a member:
439		-	(1) in accordance with the terms of an agreement between the
440		-	assignor and the assignee; or
441		-	(2) except as otherwise provided in a written operating
442		-	agreement by a specific reference to this subsection or as
443		-	otherwise provided in an agreement between the assignor and
444		-	the assignee, automatically upon the voluntary assignment by
445		-	the sole member of all of the member's interest to a single
446		-	assignee that the member consented to at the time of the
447		-	assignment and that was not affected by foreclosure or other
448		-	similar legal process.
449		-	The consent of a member may be evidenced in any manner
450		-	specified in writing in an operating agreement, but in the absence
451		-	of a specification, consent must be evidenced by a written
452		-	instrument, dated and signed by the member.
453		-	(c) An assignee who becomes a member:
454		-	(1) has, to the extent assigned, the rights and powers and is
455		-	subject to the restrictions and liabilities of a member under the
456		-	articles of organization, any operating agreement, and this article;
457		-	and
458		-	(2) is liable for any obligations of the member's assignor for
459		-	unpaid contributions under IC 23-18-5-1 or for any wrongful
460		-	distributions under IC 23-18-5-7.
461		-	However, the assignee is not obligated for liabilities of which the
462		-	assignee had no knowledge at the time the assignee became a member
463		-	and that could not be ascertained from a written operating agreement.
464		-	(d) Whether or not an assignee of an interest becomes a member, the
465		-	assignor is not released from the assignor's liability to the limited
466		-	HEA 1581 12
467		-	liability company for unpaid contributions under IC 23-18-5-1 or for
468		-	any wrongful distributions under IC 23-18-5-7 that are solely a result
469		-	of the assignment.
470		-	(e) Unless otherwise provided in a written operating agreement, a
471		-	member who assigns the member's entire interest in the limited liability
472		-	company ceases to be a member or to have the power to exercise any
473		-	rights of a member.
474		-	SECTION 13. IC 23-19-6-1, AS AMENDED BY P.L.175-2019,
	56	+	1 SECTION 1. IC 15-12-1-2, AS ADDED BY P.L.2-2008, SECTION
	57	+	2 3, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1,
	58	+	3 2023]: Sec. 2. The definitions in IC 23-0.5 and IC 23-1 apply to this
	59	+	4 chapter to the extent they do not conflict with the definitions in this
	60	+	5 chapter.
	61	+	6 SECTION 2. IC 15-12-1-12, AS AMENDED BY P.L.118-2017,
	62	+	7 SECTION 3, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	63	+	8 JULY 1, 2023]: Sec. 12. (a) The incorporators of an association to be
	64	+	9 formed under this chapter shall execute and file articles of
	65	+	10 incorporation setting forth the following:
	66	+	11 (1) The name of the proposed association.
	67	+	12 (2) The purpose or purposes for which it is formed.
	68	+	13 (3) The period during which it is to continue to exist, if the period
	69	+	14 is to be limited.
	70	+	15 (4) The post office address of its principal office and the name
	71	+	16 and address of its registered agent as provided in IC 23-0.5-4.
	72	+	17 (5) If organized without capital stock, whether the property rights
	73	+	EH 1581—LS 7151/DI 148 2
	74	+	1 and interest of the members are equal or unequal. If property
	75	+	2 rights and interest of the members are unequal, the articles of
	76	+	3 incorporation must set forth the provisions under and by which
	77	+	4 the property rights and interests of the respective members are to
	78	+	5 be determined and fixed.
	79	+	6 (6) The following information, if the association is organized with
	80	+	7 capital stock:
	81	+	8 (A) The total number of shares that the association may issue.
	82	+	9 (B) Whether all or part of the shares have a par value.
	83	+	10 (C) If all or part of the shares have a par value, the number and
	84	+	11 par value of the shares.
	85	+	12 (D) Whether all or part of the shares are without a par value.
	86	+	13 (E) If all or part of the shares are without a par value, the
	87	+	14 number of shares without a par value.
	88	+	15 (F) If the shares are to be divided into classes or kinds:
	89	+	16 (i) the number and par value, if any, of the shares of each
	90	+	17 class; and
	91	+	18 (ii) subject to the limitations provided in this chapter with
	92	+	19 respect to issuance of voting stock, either a statement of the
	93	+	20 relative rights, preferences, limitations, and restrictions of
	94	+	21 each class, or a provision expressly vesting authority in the
	95	+	22 board of directors to determine the relative rights,
	96	+	23 preferences, limitations, and restrictions of each class by
	97	+	24 resolution or resolutions adopted before the issuance of any
	98	+	25 shares of the specific class.
	99	+	26 (G) If the shares of any class are to be issuable in series:
	100	+	27 (i) descriptions of the several series; and
	101	+	28 (ii) subject to the limitation provided in this chapter with
	102	+	29 respect to the issuance of voting stock, a statement of the
	103	+	30 relative rights, preferences, limitations, and restrictions of
	104	+	31 each series, or a provision expressly vesting authority in the
	105	+	32 board of directors to determine the relative rights,
	106	+	33 preferences, limitations, and restrictions of each series by
	107	+	34 resolution or resolutions adopted before the issuance of any
	108	+	35 of the shares of the specific series.
	109	+	36 (7) The number of directors constituting the initial board of
	110	+	37 directors of the association.
	111	+	38 (8) The names and post office addresses of the first board of
	112	+	39 directors.
	113	+	40 (9) The names and post office addresses of the incorporators.
	114	+	41 (10) Any other provisions, consistent with Indiana laws, for the
	115	+	42 regulation of the business and conduct of the affairs of the
	116	+	EH 1581—LS 7151/DI 148 3
	117	+	1 association and for creating, defining, limiting, or regulating the
	118	+	2 powers of the following:
	119	+	3 (A) The association.
	120	+	4 (B) The directors.
	121	+	5 (C) The members.
	122	+	6 (D) The shareholders of any class or classes of shareholders.
	123	+	7 (b) The articles of incorporation must be:
	124	+	8 (1) prepared and signed in duplicate by the incorporators; and
	125	+	9 (2) acknowledged by at least one (1) of the incorporators before
	126	+	10 a notary public; and
	127	+	11 (3) (2) presented in duplicate to the secretary of state at the
	128	+	12 secretary of state's office and accompanied by the fees prescribed
	129	+	13 by this chapter.
	130	+	14 SECTION 3. IC 15-12-1-14, AS ADDED BY P.L.2-2008,
	131	+	15 SECTION 3, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	132	+	16 JULY 1, 2023]: Sec. 14. (a) Subject to subsections (b) and (c), an
	133	+	17 association may amend the association's articles of incorporation,
	134	+	18 merge or consolidate with one (1) or more other associations or
	135	+	19 corporations, effect special corporate transactions as described in
	136	+	20 IC 23-0.6 and IC 23-1, or dissolve by following the procedures
	137	+	21 specified in IC 23-0.6 and IC 23-1.
	138	+	22 (b) An amendment to the articles of incorporation of an association
	139	+	23 organized under or governed by this chapter or an agreement of merger
	140	+	24 or consolidation to which an association organized under or governed
	141	+	25 by this chapter is a party may be adopted:
	142	+	26 (1) by the affirmative votes of the majority of the members
	143	+	27 entitled to vote with respect to the amendment or agreement and
	144	+	28 voting at the meeting called for that purpose, if the voting rights
	145	+	29 of the members are equal; or
	146	+	30 (2) by the affirmative votes of the majority of the votes cast by the
	147	+	31 members entitled to vote with respect to the amendment or
	148	+	32 agreement and voting at the meeting called for that purpose, if the
	149	+	33 voting rights of the members are not equal.
	150	+	34 (c) A special corporate transaction or dissolution of an association
	151	+	35 organized under or governed by this chapter may be authorized:
	152	+	36 (1) by the affirmative votes of three-fourths (3/4) of the members
	153	+	37 entitled to vote with respect to the transaction or dissolution and
	154	+	38 voting at the meeting called for that purpose, if the voting rights
	155	+	39 of the members are equal; or
	156	+	40 (2) by the affirmative votes of three-fourths (3/4) of the votes cast
	157	+	41 by the members entitled to vote with respect to the transaction or
	158	+	42 dissolution and voting at the meeting called for that purpose, if
	159	+	EH 1581—LS 7151/DI 148 4
	160	+	1 the voting rights of the members are not equal.
	161	+	2 SECTION 4. IC 15-12-1-47, AS ADDED BY P.L.2-2008,
	162	+	3 SECTION 3, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	163	+	4 JULY 1, 2023]: Sec. 47. IC 23-0.5, IC 23-0.6, IC 23-1, and all powers
	164	+	5 and rights under IC 23-0.5, IC 23-0.6, and IC 23-1 apply to
	165	+	6 associations organized under or governed by this chapter, except where
	166	+	7 IC 23-0.5, IC 23-0.6, or IC 23-1 conflicts with or is inconsistent with
	167	+	8 this chapter.
	168	+	9 SECTION 5. IC 23-0.5-5-10, AS ADDED BY P.L.118-2017,
	169	+	10 SECTION 5, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	170	+	11 JULY 1, 2023]: Sec. 10. (a) If a registered foreign entity merges into
	171	+	12 a registered or nonregistered foreign entity or converts to a foreign
	172	+	13 entity required to register with the secretary of state to do business in
	173	+	14 Indiana, the foreign entity shall deliver to the secretary of state for
	174	+	15 filing a notice of merger or conversion. The notice must be signed by
	175	+	16 the surviving or converted entity and state:
	176	+	17 (1) the name of the registered foreign entity before the merger or
	177	+	18 conversion;
	178	+	19 (2) the type of entity it was before the merger or conversion;
	179	+	20 (3) the name of the applicant entity and, if the name does not
	180	+	21 comply with IC 23-0.5-3-1, an alternate name adopted under
	181	+	22 section 6(a) of this chapter;
	182	+	23 (4) the type of entity of the applicant entity and its jurisdiction of
	183	+	24 formation; and
	184	+	25 (5) the following information regarding the entity, if different than
	185	+	26 the information for the foreign entity before the merger or
	186	+	27 conversion:
	187	+	28 (A) The street address of the principal office of the entity.
	188	+	29 (B) The information required under IC 23-0.5-4-3(b).
	189	+	30 (b) When a notice of merger or conversion takes effect, the
	190	+	31 registration of the registered foreign entity to do business in Indiana is
	191	+	32 transferred without interruption to the entity into which it has merged
	192	+	33 or to which it has been converted.
	193	+	34 SECTION 6. IC 23-0.5-5-11, AS AMENDED BY P.L.52-2018,
	194	+	35 SECTION 20, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	195	+	36 JULY 1, 2023]: Sec. 11. (a) The secretary of state may revoke the
	196	+	37 registration of a registered foreign entity, business trust, or
	197	+	38 agricultural cooperative if:
	198	+	39 (1) the entity does not pay, not later than sixty (60) days after the
	199	+	40 due date, any fee, tax, interest, or penalty required to be paid to
	200	+	41 the secretary of state under this article or law of Indiana other
	201	+	42 than this article;
	202	+	EH 1581—LS 7151/DI 148 5
	203	+	1 (2) the entity does not deliver to the secretary of state for filing,
	204	+	2 not later than sixty (60) days after the due date, a biennial report;
	205	+	3 (3) the entity does not have a registered agent as required by
	206	+	4 IC 23-0.5-4-1;
	207	+	5 (4) the entity does not deliver to the secretary of state for filing a
	208	+	6 statement of change under IC 23-0.5-4-6 not later than thirty (30)
	209	+	7 days after a change occurs in the name or address of the entity's
	210	+	8 registered agent; or
	211	+	9 (5) the secretary of state receives a duly authenticated certificate
	212	+	10 from the secretary of state or other official having custody of
	213	+	11 entity filings in the state or country under whose law the entity is
	214	+	12 registered stating that it has been dissolved or disappeared as the
	215	+	13 result of a merger.
	216	+	14 (b) If the secretary of state determines that one (1) or more grounds
	217	+	15 exists under subsection (a) for revocation of a registration, the secretary
	218	+	16 of state shall provide to the foreign entity written notice of the
	219	+	17 determination, unless the secretary of state:
	220	+	18 (1) receives a receipt showing failure of a previous attempt of
	221	+	19 service of process upon the entity's registered agent at the address
	222	+	20 of the registered office; and
	223	+	21 (2) determines that the secretary of state's office has no record of
	224	+	22 the entity's principal office address.
	225	+	23 (c) The notice under subsection (b) must state:
	226	+	24 (1) the effective date of the revocation, which must be at least
	227	+	25 sixty (60) days after the date the secretary of state delivers the
	228	+	26 copy; and
	229	+	27 (2) the grounds for revocation under subsection (a).
	230	+	28 (d) The authority of a registered foreign entity to do business in
	231	+	29 Indiana ceases on the effective date of the notice of revocation under
	232	+	30 subsection (b), unless before that date the entity cures each ground for
	233	+	31 revocation stated in the notice. If the entity cures each ground, the
	234	+	32 secretary of state shall file a record so stating.
	235	+	33 (e) The secretary of state's revocation of a registration appoints the
	236	+	34 secretary of state the entity's agent for service of process in any
	237	+	35 proceeding based on a cause of action that arose during the time the
	238	+	36 entity was authorized to transact business in Indiana. Service of process
	239	+	37 on the secretary of state under this subsection is service on the entity.
	240	+	38 Upon receipt of process, the secretary of state shall mail a copy of the
	241	+	39 process to the entity at its principal office shown in its most recent
	242	+	40 biennial report or in any subsequent communication received from the
	243	+	41 entity stating the current mailing address of its principal office, unless
	244	+	42 the secretary of state:
	245	+	EH 1581—LS 7151/DI 148 6
	246	+	1 (1) receives a receipt showing failure of a previous attempt of
	247	+	2 service of process upon the entity's registered agent at the address
	248	+	3 of the registered office; and
	249	+	4 (2) determines that the secretary of state's office has no record of
	250	+	5 the entity's principal office address.
	251	+	6 (f) Revocation of an entity's registration does not terminate the
	252	+	7 authority of the registered agent of the entity.
	253	+	8 SECTION 7. IC 23-0.5-6-2, AS AMENDED BY P.L.206-2021,
	254	+	9 SECTION 2, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	255	+	10 JULY 1, 2023]: Sec. 2. (a) If the secretary of state determines that one
	256	+	11 (1) or more grounds exist under section 1 of this chapter for
	257	+	12 administratively dissolving an entity, business trust, or agricultural
	258	+	13 cooperative, the secretary of state shall provide to the entity written
	259	+	14 notice of the determination unless the secretary of state:
	260	+	15 (1) receives a receipt showing failure of a previous attempt of
	261	+	16 service of process upon the entity's registered agent at the address
	262	+	17 of the registered office; and
	263	+	18 (2) determines that the secretary of state's office has no record of
	264	+	19 the filing entity's principal office address.
	265	+	20 (b) If a domestic filing entity, not later than sixty (60) days after
	266	+	21 receiving the notice provided under subsection (a), does not cure or
	267	+	22 demonstrate to the satisfaction of the secretary of state the nonexistence
	268	+	23 of each ground determined by the secretary of state, the secretary of
	269	+	24 state shall administratively dissolve the entity by signing a certificate
	270	+	25 of administrative dissolution that recites the grounds for dissolution
	271	+	26 and the effective date of dissolution. The secretary of state shall file the
	272	+	27 certificate and provide to the entity a copy of the certificate.
	273	+	28 (c) A domestic filing entity that is dissolved administratively
	274	+	29 continues its existence as the same type of entity but may not carry on
	275	+	30 any activities except:
	276	+	31 (1) to apply for reinstatement under section 3 of this chapter; or
	277	+	32 (2) as necessary to wind up its activities and affairs and liquidate
	278	+	33 its assets in the manner provided in its organic law as follows:
	279	+	34 (A) For corporations, under:
	280	+	35 (i) IC 6-8.1-10-9;
	281	+	36 (ii) IC 23-1-45-5;
	282	+	37 (iii) IC 23-1-45-6; and
	283	+	38 (iv) IC 23-1-45-7.
	284	+	39 (B) For nonprofit corporations, under:
	285	+	40 (i) IC 6-8.1-10-9;
	286	+	41 (ii) IC 23-17-22-5;
	287	+	42 (iii) IC 23-17-22-6; and
	288	+	EH 1581—LS 7151/DI 148 7
	289	+	1 (iv) IC 23-17-22-7.
	290	+	2 (C) For limited liability companies, under:
	291	+	3 (i) IC 23-18-9-3;
	292	+	4 (ii) IC 23-18-9-4;
	293	+	5 (iii) IC 23-18-9-5;
	294	+	6 (iv) IC 23-18-9-6;
	295	+	7 (v) IC 23-18-9-8;
	296	+	8 (vi) IC 23-18-9-9; and
	297	+	9 (vii) IC 23-18-9-10.
	298	+	10 (D) For limited partnerships, under:
	299	+	11 (i) IC 23-16-9-3; and
	300	+	12 (ii) IC 23-16-9-4.
	301	+	13 (E) For limited liability partnerships, under:
	302	+	14 (i) IC 23-4-1-36; and
	303	+	15 (ii) IC 23-4-1-37.
	304	+	16 (d) The administrative dissolution of a domestic filing entity does
	305	+	17 not terminate the authority of its registered agent.
	306	+	18 SECTION 8. IC 23-0.5-7-1, AS ADDED BY P.L.118-2017,
	307	+	19 SECTION 5, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	308	+	20 JULY 1, 2023]: Sec. 1. The secretary of state may propound to any:
	309	+	21 (1) domestic or foreign entity, business trust, or agricultural
	310	+	22 cooperative, that the secretary of state has reason to believe is
	311	+	23 subject to the provisions of this title under which the domestic
	312	+	24 entity was created or foreign entity is permitted to transact
	313	+	25 business in Indiana; and
	314	+	26 (2) any governing person of the entity described in subdivision
	315	+	27 (1);
	316	+	28 any written interrogatories as may be reasonably necessary and proper
	317	+	29 to enable the secretary of state to ascertain whether the entity was
	318	+	30 formed using suspected fraudulent or alternate filings or is being used
	319	+	31 to commit fraud.
	320	+	32 SECTION 9. IC 23-2-4-1, AS AMENDED BY P.L.278-2013,
	321	+	33 SECTION 17, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	322	+	34 JULY 1, 2023]: Sec. 1. As used in this chapter, the term:
	323	+	35 "Application fee" means the fee charged an individual, in addition
	324	+	36 to the entrance fee or any other fee, to cover the provider's reasonable
	325	+	37 costs in processing the individual's application to become a resident.
	326	+	38 "Commissioner" means the securities commissioner as provided in
	327	+	39 IC 23-19-6-1(a).
	328	+	40 "Continuing care agreement" means the following:
	329	+	41 (1) For continuing care retirement communities registered before
	330	+	42 January 2, 2007, an agreement by a provider to furnish to at least
	331	+	EH 1581—LS 7151/DI 148 8
	332	+	1 one (1) individual, for the payment of an entrance fee and
	333	+	2 periodic charges, accommodations in a living unit of a home, and
	334	+	3 at least two (2) of the following services for the life of the
	335	+	4 individual or for more than one (1) month unless the agreement
	336	+	5 is cancelled:
	337	+	6 (A) Meals and related services.
	338	+	7 (B) Nursing care services.
	339	+	8 (C) Medical services.
	340	+	9 (D) Other health related services.
	341	+	10 (2) For continuing care retirement communities registered after
	342	+	11 January 1, 2007, and before July 1, 2009, an agreement by a
	343	+	12 provider to furnish to an individual, for the payment of an
	344	+	13 entrance fee of at least twenty-five thousand dollars ($25,000),
	345	+	14 and periodic charges, accommodations in a living unit of a
	346	+	15 home, and at least one (1) of the following services for the life
	347	+	16 of the individual or for more than one (1) month unless the
	348	+	17 agreement is canceled:
	349	+	18 (A) accommodations in a living unit of a continuing care
	350	+	19 retirement community;
	351	+	20 (B) (A) meals and related services;
	352	+	21 (C) (B) nursing care services;
	353	+	22 (D) (C) medical services;
	354	+	23 (E) (D) other health related services; or
	355	+	24 (F) (E) any combination of these services.
	356	+	25 for the life of the individual or for more than one (1) month,
	357	+	26 unless the agreement is canceled.
	358	+	27 (3) For continuing care retirement communities registered after
	359	+	28 June 30, 2009, an agreement by a provider to furnish to an
	360	+	29 individual, for the payment of an entrance fee of at least
	361	+	30 twenty-five thousand dollars ($25,000), and periodic charges,
	362	+	31 accommodations in a living unit of a home, and at least one (1)
	363	+	32 of the following services for the life of the individual unless
	364	+	33 the agreement is terminated as specified under this chapter:
	365	+	34 (A) accommodations in a living unit of a continuing care
	366	+	35 retirement community;
	367	+	36 (B) (A) meals and related services;
	368	+	37 (C) (B) nursing care services;
	369	+	38 (D) (C) medical services;
	370	+	39 (E) (D) other health related services; or
	371	+	40 (F) (E) any combination of these services.
	372	+	41 for the life of the individual, unless the agreement is terminated
	373	+	42 as specified under this chapter.
	374	+	EH 1581—LS 7151/DI 148 9
	375	+	1 "Continuing care retirement community" includes both of the
	376	+	2 following:
	377	+	3 (1) An independent living facility.
	378	+	4 (2) A health facility licensed under IC 16-28.
	379	+	5 "Contracting party" means a person or persons who enter into a
	380	+	6 continuing care agreement with a provider.
	381	+	7 "Entrance fee" means the sum of money or other property paid or
	382	+	8 transferred, or promised to be paid or transferred, to a provider in
	383	+	9 consideration for one (1) or more individuals becoming a resident of a
	384	+	10 continuing care retirement community under a continuing care
	385	+	11 agreement.
	386	+	12 "Living unit" means a room, apartment, cottage, or other area within
	387	+	13 a continuing care retirement community set aside for the use of one (1)
	388	+	14 or more identified residents.
	389	+	15 "Long term financing" means financing for a period in excess of one
	390	+	16 (1) year.
	391	+	17 "Omission of a material fact" means the failure to state a material
	392	+	18 fact required to be stated in any disclosure statement or registration in
	393	+	19 order to make the disclosure statement or registration, in light of the
	394	+	20 circumstances under which they were made, not misleading.
	395	+	21 "Person" means an individual, a corporation, a partnership, an
	396	+	22 association, a limited liability company, or other legal entity.
	397	+	23 "Provider" means a person that agrees to provide care under a
	398	+	24 continuing care agreement.
	399	+	25 "Refurbishment fee" means the fee charged an individual, in
	400	+	26 addition to the entrance fee or any other fee, to cover the provider's
	401	+	27 reasonable costs in refurbishing a previously occupied living unit
	402	+	28 specifically designated for occupancy by that individual.
	403	+	29 "Resident" means an individual who is entitled to receive benefits
	404	+	30 under a continuing care agreement.
	405	+	31 "Solicit" means any action of a provider in seeking to have an
	406	+	32 individual residing in Indiana pay an application fee and enter into a
	407	+	33 continuing care agreement, including:
	408	+	34 (1) personal, telephone, or mail communication or any other
	409	+	35 communication directed to and received by any individual in
	410	+	36 Indiana; and
	411	+	37 (2) advertising in any media distributed or communicated by any
	412	+	38 means to individuals residing in Indiana.
	413	+	39 "Termination" refers to the cancellation of a continuing care
	414	+	40 agreement under this chapter.
	415	+	41 SECTION 10. IC 23-18-1-6 IS AMENDED TO READ AS
	416	+	42 FOLLOWS [EFFECTIVE JULY 1, 2023]: Sec. 6. "Corporation" means
	417	+	EH 1581—LS 7151/DI 148 10
	418	+	1 a domestic corporation or a foreign corporation (as defined in either
	419	+	2 IC 23-1 IC 23-0.5 or IC 23-17).
	420	+	3 SECTION 11. IC 23-18-6-4 IS AMENDED TO READ AS
	421	+	4 FOLLOWS [EFFECTIVE JULY 1, 2023]: Sec. 4. (a) Unless otherwise
	422	+	5 provided in a written operating agreement, a limited liability company
	423	+	6 existing under this article on or before June 30, 1999, is governed by
	424	+	7 this section.
	425	+	8 (b) Except as otherwise provided in a written operating agreement,
	426	+	9 if a limited liability company has at least two (2) members, an
	427	+	10 assignee of an interest may become a member only if the other
	428	+	11 members unanimously consent. If a limited liability company has
	429	+	12 only one (1) member, an assignee of the entire interest may become
	430	+	13 a member:
	431	+	14 (1) under the terms of an agreement between the assignor and
	432	+	15 the assignee; or
	433	+	16 (2) except as otherwise provided in a written operating
	434	+	17 agreement by a specific reference to this subsection or as
	435	+	18 otherwise provided in an agreement between the assignor and
	436	+	19 the assignee, automatically upon the voluntary assignment by
	437	+	20 the sole member of all the member's interest to a single
	438	+	21 assignee that the member consented to at the time of the
	439	+	22 assignment and that was not affected by foreclosure or other
	440	+	23 similar legal process.
	441	+	24 The consent of a member may be evidenced in any manner specified
	442	+	25 in writing in an operating agreement, but in the absence of a
	443	+	26 specification, consent must be evidenced by a written instrument, dated
	444	+	27 and signed by the member.
	445	+	28 (c) An assignee who becomes a member:
	446	+	29 (1) has, to the extent assigned, the rights and powers and is
	447	+	30 subject to the restrictions and liabilities of a member under the
	448	+	31 articles of organization, any operating agreement, and this article;
	449	+	32 and
	450	+	33 (2) is liable for any obligations of the member's assignor for
	451	+	34 unpaid contributions under IC 23-18-5-1 or for any wrongful
	452	+	35 distributions under IC 23-18-5-7.
	453	+	36 However, the assignee is not obligated for liabilities of which the
	454	+	37 assignee had no knowledge at the time the assignee became a member
	455	+	38 and that could not be ascertained from a written operating agreement.
	456	+	39 (d) Whether or not an assignee of an interest becomes a member, the
	457	+	40 assignor is not released from the assignor's liability to the limited
	458	+	41 liability company for unpaid contributions under IC 23-18-5-1 or for
	459	+	42 any wrongful distributions under IC 23-18-5-7 that are solely a result
	460	+	EH 1581—LS 7151/DI 148 11
	461	+	1 of the assignment.
	462	+	2 (e) Unless otherwise provided in a written operating agreement, a
	463	+	3 member who assigns the member's entire interest in the limited liability
	464	+	4 company ceases to be a member or to have the power to exercise any
	465	+	5 rights of a member when an assignee of the member's interest becomes
	466	+	6 a member with respect to the assigned interest.
	467	+	7 SECTION 12. IC 23-18-6-4.1 IS AMENDED TO READ AS
	468	+	8 FOLLOWS [EFFECTIVE JULY 1, 2023]: Sec. 4.1. (a) A limited
	469	+	9 liability company formed under this article after June 30, 1999, is
	470	+	10 governed by this section.
	471	+	11 (b) Except as otherwise provided in a written operating agreement,
	472	+	12 if a limited liability company has at least two (2) members, an assignee
	473	+	13 of an interest may become a member only if the other members
	474	+	14 unanimously consent. The consent of a member may be evidenced in
	475	+	15 any manner specified in writing in an operating agreement, but in the
	476	+	16 absence of a specification, consent must be evidenced by a written
	477	+	17 instrument, dated and signed by the member. If a limited liability
	478	+	18 company has only one (1) member, an assignee of an the entire
	479	+	19 interest may become a member:
	480	+	20 (1) in accordance with the terms of an agreement between the
	481	+	21 assignor and the assignee; or
	482	+	22 (2) except as otherwise provided in a written operating
	483	+	23 agreement by a specific reference to this subsection or as
	484	+	24 otherwise provided in an agreement between the assignor and
	485	+	25 the assignee, automatically upon the voluntary assignment by
	486	+	26 the sole member of all of the member's interest to a single
	487	+	27 assignee that the member consented to at the time of the
	488	+	28 assignment and that was not affected by foreclosure or other
	489	+	29 similar legal process.
	490	+	30 The consent of a member may be evidenced in any manner
	491	+	31 specified in writing in an operating agreement, but in the absence
	492	+	32 of a specification, consent must be evidenced by a written
	493	+	33 instrument, dated and signed by the member.
	494	+	34 (c) An assignee who becomes a member:
	495	+	35 (1) has, to the extent assigned, the rights and powers and is
	496	+	36 subject to the restrictions and liabilities of a member under the
	497	+	37 articles of organization, any operating agreement, and this article;
	498	+	38 and
	499	+	39 (2) is liable for any obligations of the member's assignor for
	500	+	40 unpaid contributions under IC 23-18-5-1 or for any wrongful
	501	+	41 distributions under IC 23-18-5-7.
	502	+	42 However, the assignee is not obligated for liabilities of which the
	503	+	EH 1581—LS 7151/DI 148 12
	504	+	1 assignee had no knowledge at the time the assignee became a member
	505	+	2 and that could not be ascertained from a written operating agreement.
	506	+	3 (d) Whether or not an assignee of an interest becomes a member, the
	507	+	4 assignor is not released from the assignor's liability to the limited
	508	+	5 liability company for unpaid contributions under IC 23-18-5-1 or for
	509	+	6 any wrongful distributions under IC 23-18-5-7 that are solely a result
	510	+	7 of the assignment.
	511	+	8 (e) Unless otherwise provided in a written operating agreement, a
	512	+	9 member who assigns the member's entire interest in the limited liability
	513	+	10 company ceases to be a member or to have the power to exercise any
	514	+	11 rights of a member.
	515	+	12 SECTION 13. IC 23-19-6-1, AS AMENDED BY P.L.175-2019,
	516	+	13 SECTION 3, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	517	+	14 JULY 1, 2023]: Sec. 1. (a) This article shall be administered by a
	518	+	15 division of the office of the secretary of state. The secretary of state
	519	+	16 shall appoint a securities commissioner who shall be responsible for
	520	+	17 the direction and supervision of the division and the administration of
	521	+	18 this article under the direction and control of the secretary of state. The
	522	+	19 salary of the securities commissioner shall be paid out of the funds
	523	+	20 appropriated for the administration of this article. The commissioner
	524	+	21 shall serve at the will of the secretary of state.
	525	+	22 (b) The secretary of state:
	526	+	23 (1) shall employ a chief deputy, attorneys, a senior investigator,
	527	+	24 a senior accountant, and other deputies, investigators,
	528	+	25 accountants, clerks, stenographers, and other employees necessary
	529	+	26 for the administration of this article; and
	530	+	27 (2) shall fix their compensation with the approval of the budget
	531	+	28 agency.
	532	+	29 (c) It is unlawful for the commissioner or an officer, employee, or
	533	+	30 designee of the commissioner to use for personal benefit or the benefit
	534	+	31 of others records or other information obtained by or filed with the
	535	+	32 commissioner that is not public under section 7(b) of this chapter. This
	536	+	33 article does not authorize the commissioner or an officer, employee, or
	537	+	34 designee of the commissioner to disclose the record or information,
	538	+	35 except in accordance with section 2, 7(c), or 8 of this chapter.
	539	+	36 (d) This article does not create or diminish a privilege or exemption
	540	+	37 that exists at common law, by statute or rule, or otherwise.
	541	+	38 (e) Subject to IC 4-2-6-15, the commissioner may develop and
	542	+	39 implement investor education initiatives to inform the public about
	543	+	40 investing in securities, with particular emphasis on the prevention and
	544	+	41 detection of securities fraud. In developing and implementing these
	545	+	42 initiatives, the commissioner may collaborate with public and nonprofit
	546	+	EH 1581—LS 7151/DI 148 13
	547	+	1 organizations with an interest in investor education. The commissioner
	548	+	2 may accept a grant or donation from a person that is not affiliated with
	549	+	3 the securities industry or from a nonprofit organization, regardless of
	550	+	4 whether the organization is affiliated with the securities industry, to
	551	+	5 develop and implement investor education initiatives. This subsection
	552	+	6 does not authorize the commissioner to require participation or
	553	+	7 monetary contributions of a registrant in an investor education
	554	+	8 program.
	555	+	9 (f) The securities division enforcement account is established.
	556	+	10 Except as provided in subsection (o), fees and funds of whatever
	557	+	11 character accruing from the administration of this article shall be
	558	+	12 accounted for by the secretary of state and shall be deposited with the
	559	+	13 treasurer of state to be deposited by the treasurer of the state in either
	560	+	14 the state general fund or the securities division enforcement account.
	561	+	15 Subject to IC 4-2-6-15, expenses incurred in the administration of this
	562	+	16 article shall be paid from the state general fund upon appropriation
	563	+	17 being made for the expenses in the manner provided by law for the
	564	+	18 making of those appropriations. The following shall be deposited by the
	565	+	19 treasurer of state in the securities division enforcement account:
	566	+	20 (1) Grants and donations received under subsection (e).
	567	+	21 (2) Costs of investigations recovered under section 4(e) of this
	568	+	22 chapter.
	569	+	23 (3) Fifty percent (50%) of the first four million dollars
	570	+	24 ($4,000,000):
	571	+	25 (A) of a civil penalty recovered under section 3(b) or 4(d) of
	572	+	26 this chapter;
	573	+	27 (B) recovered in a settlement of an action initiated to enforce
	574	+	28 this article; or
	575	+	29 (C) awarded as a judgment in an action to enforce this article.
	576	+	30 (g) The following shall be deposited by the treasurer of state in the
	577	+	31 state general fund:
	578	+	32 (1) Fifty percent (50%) of the first four million dollars
	579	+	33 ($4,000,000):
	580	+	34 (A) of a civil penalty recovered under section 3(b) or 4(d) of
	581	+	35 this chapter;
	582	+	36 (B) recovered in a settlement of an action initiated to enforce
	583	+	37 this article; or
	584	+	38 (C) awarded as a judgment in an action to enforce this article.
	585	+	39 (2) Any amount exceeding four million dollars ($4,000,000):
	586	+	40 (A) of a civil penalty recovered under section 3(b) or 4(d) of
	587	+	41 this chapter;
	588	+	42 (B) recovered in a settlement of an action initiated to enforce
	589	+	EH 1581—LS 7151/DI 148 14
	590	+	1 this article; or
	591	+	2 (C) awarded as a judgment in an action to enforce this article.
	592	+	3 (3) Subject to subsection (o), other fees and revenues that are not
	593	+	4 designated for deposit in the securities division enforcement
	594	+	5 account or the securities restitution fund.
	595	+	6 (h) Notwithstanding IC 23-2-2.5-34, IC 23-2-2.5-43, IC 23-2.5-2,
	596	+	7 IC 23-19-4-12, IC 25-11-1-15, and this chapter, five percent (5%) of
	597	+	8 funds received for deposit in the securities division enforcement
	598	+	9 account shall instead be deposited in the securities restitution fund
	599	+	10 established by IC 23-20-1-25. Subject to IC 4-2-6-15, the funds
	600	+	11 deposited in the enforcement account shall be available, with the
	601	+	12 approval of the budget agency:
	602	+	13 (1) to augment and supplement the funds appropriated for the
	603	+	14 administration of this article; and
	604	+	15 (2) for grants and awards to nonprofit entities for programs and
	605	+	16 activities that will further investor education and financial literacy
	606	+	17 in the state.
	607	+	18 The funds in the enforcement account do not revert to the state general
	608	+	19 fund at the end of any state fiscal year.
	609	+	20 (i) In connection with the administration and enforcement of this
	610	+	21 article, the attorney general shall render all necessary assistance to the
	611	+	22 commissioner upon the commissioner's request, and to that end, the
	612	+	23 attorney general shall employ legal and other professional services as
	613	+	24 are necessary to adequately and fully perform the service under the
	614	+	25 direction of the commissioner as the demands of the securities division
	615	+	26 shall require. Expenses incurred by the attorney general for the
	616	+	27 purposes stated in this subsection shall be chargeable against and paid
	617	+	28 out of funds appropriated to the attorney general for the administration
	618	+	29 of the attorney general's office. The attorney general may authorize the
	619	+	30 commissioner and the commissioner's designee to represent the
	620	+	31 commissioner and the securities division in any proceeding involving
	621	+	32 enforcement or defense of this article.
	622	+	33 (j) Neither the secretary of state, the commissioner, nor an employee
	623	+	34 of the securities division shall be liable in their individual capacity,
	624	+	35 except to the state, for an act done or omitted in connection with the
	625	+	36 performance of their respective duties under this article.
	626	+	37 (k) The commissioner shall take, prescribe, and file the oath of
	627	+	38 office prescribed by law. The commissioner, chief deputy
	628	+	39 commissioner, and each attorney or investigator designated by the
	629	+	40 commissioner are police officers of the state and shall have all the
	630	+	41 powers and duties of police officers in making arrests for violations of
	631	+	42 this article, or in serving any process, notice, or order connected with
	632	+	EH 1581—LS 7151/DI 148 15
	633	+	1 the enforcement of this article by whatever officer, authority, or court
	634	+	2 issued and shall comprise the enforcement department of the division
	635	+	3 and are considered a criminal justice agency for purposes of IC 5-2-4
	636	+	4 and IC 10-13-3.
	637	+	5 (l) The provisions of this article delegating and granting power to
	638	+	6 the secretary of state, the securities division, and the commissioner
	639	+	7 shall be liberally construed to the end that:
	640	+	8 (1) the practice or commission of fraud may be prohibited and
	641	+	9 prevented;
	642	+	10 (2) disclosure of sufficient and reliable information in order to
	643	+	11 afford reasonable opportunity for the exercise of independent
	644	+	12 judgment of the persons involved may be assured; and
	645	+	13 (3) the qualifications may be prescribed to assure availability of
	646	+	14 reliable broker-dealers, investment advisers, and agents engaged
	647	+	15 in and in connection with the issuance, barter, sale, purchase,
	648	+	16 transfer, or disposition of securities in this state.
	649	+	17 It is the intent and purpose of this article to delegate and grant to and
	650	+	18 vest in the secretary of state, the securities division, and the
	651	+	19 commissioner full and complete power to carry into effect and
	652	+	20 accomplish the purpose of this article and to charge them with full and
	653	+	21 complete responsibility for its effective administration.
	654	+	22 (m) Copies of any statement and documents filed in the office of the
	655	+	23 secretary of state and of any records of the secretary of state certified
	656	+	24 by the commissioner shall be admissible in any prosecution, action,
	657	+	25 suit, or proceeding based upon, arising out of, or under this article to
	658	+	26 the same effect as the original of such statement, document, or record
	659	+	27 would be if actually produced.
	660	+	28 (n) IC 4-21.5 and any rules of practice adopted by the securities
	661	+	29 division are applicable to administrative proceedings under this article.
	662	+	30 (o) Notwithstanding any other law, two percent (2%) of funds
	663	+	31 received for deposit in the state general fund as described in
	664	+	32 subsection (g)(3) shall instead be deposited in the securities
	665	+	33 restitution fund established by IC 23-20-1-25.
	666	+	34 SECTION 14. IC 23-20-1-25, AS ADDED BY P.L.114-2010,
	667	+	35 SECTION 12, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	668	+	36 JULY 1, 2023]: Sec. 25. (a) The securities restitution fund is
	669	+	37 established.
	670	+	38 (b) The fund consists of: amounts:
	671	+	39 (1) amounts from funds received for deposit in the securities
	672	+	40 division enforcement account as provided in IC 23-19-6-1(f);
	673	+	41 IC 23-19-6-1(h); and
	674	+	42 (2) two percent (2%) of funds received from other fees and
	675	+	EH 1581—LS 7151/DI 148 16
	676	+	1 revenues from the administration of IC 23-19 that would
	677	+	2 otherwise be deposited in the state general fund as provided
	678	+	3 in IC 23-19-6-1(o); and
	679	+	4 (2) (3) amounts appropriated from the general assembly.
	680	+	5 SECTION 15. IC 23-20-1-27 IS REPEALED [EFFECTIVE JULY
	681	+	6 1, 2023]. Sec. 27. Money in the fund and income derived from money
	682	+	7 in the fund do not revert to the state general fund at the end of a state
	683	+	8 fiscal year.
	684	+	9 SECTION 16. IC 23-20-1-27.5 IS ADDED TO THE INDIANA
	685	+	10 CODE AS A NEW SECTION TO READ AS FOLLOWS
	686	+	11 [EFFECTIVE JULY 1, 2023]: Sec. 27.5. If the balance of the fund at
	687	+	12 the end of a particular state fiscal year exceeds two million dollars
	688	+	13 ($2,000,000), the amount that exceeds two million dollars
	689	+	14 ($2,000,000) reverts to the state general fund.
	690	+	15 SECTION 17. IC 23-20-1-28, AS ADDED BY P.L.114-2010,
	691	+	16 SECTION 12, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	692	+	17 JULY 1, 2023]: Sec. 28. (a) If the fund would be reduced below two
	693	+	18 hundred fifty thousand dollars ($250,000) by payment in full of all
	694	+	19 awards that become final in a month, the division shall suspend
	695	+	20 payment of the claims that become final during the month and the
	696	+	21 following two (2) months.
	697	+	22 (b) At the end of the suspension period, the division shall pay the
	698	+	23 suspended claims. If the fund would be exhausted by payment in full
	699	+	24 of the suspended claims, the amount paid to each claimant shall be
	700	+	25 prorated.
	701	+	26 (c) To ensure the financial viability of the fund, the
	702	+	27 commissioner may:
	703	+	28 (1) divide into installments;
	704	+	29 (2) delay; or
	705	+	30 (3) divide into installments and delay;
	706	+	31 any payments owed to claimants under this chapter.
	707	+	EH 1581—LS 7151/DI 148 17
	708	+	COMMITTEE REPORT
	709	+	Mr. Speaker: Your Committee on Financial Institutions, to which
	710	+	was referred House Bill 1581, has had the same under consideration
	711	+	and begs leave to report the same back to the House with the
	712	+	recommendation that said bill be amended as follows:
	713	+	Page 9, delete lines 41 through 42.
	714	+	Delete pages 10 through 24.
	715	+	Page 25, delete lines 1 through 23.
	716	+	Page 27, after line 36, begin a new paragraph and insert:
	717	+	"SECTION 13. IC 23-19-6-1, AS AMENDED BY P.L.175-2019,
475	718		SECTION 3, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
476	719		JULY 1, 2023]: Sec. 1. (a) This article shall be administered by a
477	720		division of the office of the secretary of state. The secretary of state
478	721		shall appoint a securities commissioner who shall be responsible for
479	722		the direction and supervision of the division and the administration of
480	723		this article under the direction and control of the secretary of state. The
481	724		salary of the securities commissioner shall be paid out of the funds
482	725		appropriated for the administration of this article. The commissioner
483	726		shall serve at the will of the secretary of state.
484	727		(b) The secretary of state:
485	728		(1) shall employ a chief deputy, attorneys, a senior investigator,
486	729		a senior accountant, and other deputies, investigators,
487	730		accountants, clerks, stenographers, and other employees necessary
488	731		for the administration of this article; and
489	732		(2) shall fix their compensation with the approval of the budget
490	733		agency.
491	734		(c) It is unlawful for the commissioner or an officer, employee, or
492	735		designee of the commissioner to use for personal benefit or the benefit
493	736		of others records or other information obtained by or filed with the
494	737		commissioner that is not public under section 7(b) of this chapter. This
495	738		article does not authorize the commissioner or an officer, employee, or
496	739		designee of the commissioner to disclose the record or information,
497	740		except in accordance with section 2, 7(c), or 8 of this chapter.
498	741		(d) This article does not create or diminish a privilege or exemption
499	742		that exists at common law, by statute or rule, or otherwise.
500	743		(e) Subject to IC 4-2-6-15, the commissioner may develop and
501	744		implement investor education initiatives to inform the public about
502	745		investing in securities, with particular emphasis on the prevention and
503	746		detection of securities fraud. In developing and implementing these
504	747		initiatives, the commissioner may collaborate with public and nonprofit
505	748		organizations with an interest in investor education. The commissioner
	749	+	EH 1581—LS 7151/DI 148 18
506	750		may accept a grant or donation from a person that is not affiliated with
507	751		the securities industry or from a nonprofit organization, regardless of
508	752		whether the organization is affiliated with the securities industry, to
509		-	HEA 1581 13
510	753		develop and implement investor education initiatives. This subsection
511	754		does not authorize the commissioner to require participation or
512	755		monetary contributions of a registrant in an investor education
513	756		program.
514	757		(f) The securities division enforcement account is established.
515	758		Except as provided in subsection (o), fees and funds of whatever
516	759		character accruing from the administration of this article shall be
517	760		accounted for by the secretary of state and shall be deposited with the
518	761		treasurer of state to be deposited by the treasurer of the state in either
519	762		the state general fund or the securities division enforcement account.
520	763		Subject to IC 4-2-6-15, expenses incurred in the administration of this
521	764		article shall be paid from the state general fund upon appropriation
522	765		being made for the expenses in the manner provided by law for the
523	766		making of those appropriations. The following shall be deposited by the
524	767		treasurer of state in the securities division enforcement account:
525	768		(1) Grants and donations received under subsection (e).
526	769		(2) Costs of investigations recovered under section 4(e) of this
527	770		chapter.
528	771		(3) Fifty percent (50%) of the first four million dollars
529	772		($4,000,000):
530	773		(A) of a civil penalty recovered under section 3(b) or 4(d) of
531	774		this chapter;
532	775		(B) recovered in a settlement of an action initiated to enforce
533	776		this article; or
534	777		(C) awarded as a judgment in an action to enforce this article.
535	778		(g) The following shall be deposited by the treasurer of state in the
536	779		state general fund:
537	780		(1) Fifty percent (50%) of the first four million dollars
538	781		($4,000,000):
539	782		(A) of a civil penalty recovered under section 3(b) or 4(d) of
540	783		this chapter;
541	784		(B) recovered in a settlement of an action initiated to enforce
542	785		this article; or
543	786		(C) awarded as a judgment in an action to enforce this article.
544	787		(2) Any amount exceeding four million dollars ($4,000,000):
545	788		(A) of a civil penalty recovered under section 3(b) or 4(d) of
546	789		this chapter;
547	790		(B) recovered in a settlement of an action initiated to enforce
548	791		this article; or
	792	+	EH 1581—LS 7151/DI 148 19
549	793		(C) awarded as a judgment in an action to enforce this article.
550	794		(3) Subject to subsection (o), other fees and revenues that are not
551	795		designated for deposit in the securities division enforcement
552		-	HEA 1581 14
553	796		account or the securities restitution fund.
554	797		(h) Notwithstanding IC 23-2-2.5-34, IC 23-2-2.5-43, IC 23-2.5-2,
555	798		IC 23-19-4-12, IC 25-11-1-15, and this chapter, five percent (5%) of
556	799		funds received for deposit in the securities division enforcement
557	800		account shall instead be deposited in the securities restitution fund
558	801		established by IC 23-20-1-25. Subject to IC 4-2-6-15, the funds
559	802		deposited in the enforcement account shall be available, with the
560	803		approval of the budget agency:
561	804		(1) to augment and supplement the funds appropriated for the
562	805		administration of this article; and
563	806		(2) for grants and awards to nonprofit entities for programs and
564	807		activities that will further investor education and financial literacy
565	808		in the state.
566	809		The funds in the enforcement account do not revert to the state general
567	810		fund at the end of any state fiscal year.
568	811		(i) In connection with the administration and enforcement of this
569	812		article, the attorney general shall render all necessary assistance to the
570	813		commissioner upon the commissioner's request, and to that end, the
571	814		attorney general shall employ legal and other professional services as
572	815		are necessary to adequately and fully perform the service under the
573	816		direction of the commissioner as the demands of the securities division
574	817		shall require. Expenses incurred by the attorney general for the
575	818		purposes stated in this subsection shall be chargeable against and paid
576	819		out of funds appropriated to the attorney general for the administration
577	820		of the attorney general's office. The attorney general may authorize the
578	821		commissioner and the commissioner's designee to represent the
579	822		commissioner and the securities division in any proceeding involving
580	823		enforcement or defense of this article.
581	824		(j) Neither the secretary of state, the commissioner, nor an employee
582	825		of the securities division shall be liable in their individual capacity,
583	826		except to the state, for an act done or omitted in connection with the
584	827		performance of their respective duties under this article.
585	828		(k) The commissioner shall take, prescribe, and file the oath of
586	829		office prescribed by law. The commissioner, chief deputy
587	830		commissioner, and each attorney or investigator designated by the
588	831		commissioner are police officers of the state and shall have all the
589	832		powers and duties of police officers in making arrests for violations of
590	833		this article, or in serving any process, notice, or order connected with
591	834		the enforcement of this article by whatever officer, authority, or court
	835	+	EH 1581—LS 7151/DI 148 20
592	836		issued and shall comprise the enforcement department of the division
593	837		and are considered a criminal justice agency for purposes of IC 5-2-4
594	838		and IC 10-13-3.
595		-	HEA 1581 15
596	839		(l) The provisions of this article delegating and granting power to
597	840		the secretary of state, the securities division, and the commissioner
598	841		shall be liberally construed to the end that:
599	842		(1) the practice or commission of fraud may be prohibited and
600	843		prevented;
601	844		(2) disclosure of sufficient and reliable information in order to
602	845		afford reasonable opportunity for the exercise of independent
603	846		judgment of the persons involved may be assured; and
604	847		(3) the qualifications may be prescribed to assure availability of
605	848		reliable broker-dealers, investment advisers, and agents engaged
606	849		in and in connection with the issuance, barter, sale, purchase,
607	850		transfer, or disposition of securities in this state.
608	851		It is the intent and purpose of this article to delegate and grant to and
609	852		vest in the secretary of state, the securities division, and the
610	853		commissioner full and complete power to carry into effect and
611	854		accomplish the purpose of this article and to charge them with full and
612	855		complete responsibility for its effective administration.
613	856		(m) Copies of any statement and documents filed in the office of the
614	857		secretary of state and of any records of the secretary of state certified
615	858		by the commissioner shall be admissible in any prosecution, action,
616	859		suit, or proceeding based upon, arising out of, or under this article to
617	860		the same effect as the original of such statement, document, or record
618	861		would be if actually produced.
619	862		(n) IC 4-21.5 and any rules of practice adopted by the securities
620	863		division are applicable to administrative proceedings under this article.
621	864		(o) Notwithstanding any other law, two percent (2%) of funds
622	865		received for deposit in the state general fund as described in
623	866		subsection (g)(3) shall instead be deposited in the securities
624	867		restitution fund established by IC 23-20-1-25.
625	868		SECTION 14. IC 23-20-1-25, AS ADDED BY P.L.114-2010,
626	869		SECTION 12, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
627	870		JULY 1, 2023]: Sec. 25. (a) The securities restitution fund is
628	871		established.
629	872		(b) The fund consists of: amounts:
630	873		(1) amounts from funds received for deposit in the securities
631	874		division enforcement account as provided in IC 23-19-6-1(f);
632	875		IC 23-19-6-1(h); and
633	876		(2) two percent (2%) of funds received from other fees and
634	877		revenues from the administration of IC 23-19 that would
	878	+	EH 1581—LS 7151/DI 148 21
635	879		otherwise be deposited in the state general fund as provided
636	880		in IC 23-19-6-1(o); and
637	881		(2) (3) amounts appropriated from the general assembly.
638		-	HEA 1581 16
639	882		SECTION 15. IC 23-20-1-27 IS REPEALED [EFFECTIVE JULY
640	883		1, 2023]. Sec. 27. Money in the fund and income derived from money
641	884		in the fund do not revert to the state general fund at the end of a state
642	885		fiscal year.
643	886		SECTION 16. IC 23-20-1-27.5 IS ADDED TO THE INDIANA
644	887		CODE AS A NEW SECTION TO READ AS FOLLOWS
645	888		[EFFECTIVE JULY 1, 2023]: Sec. 27.5. If the balance of the fund at
646	889		the end of a particular state fiscal year exceeds two million dollars
647	890		($2,000,000), the amount that exceeds two million dollars
648	891		($2,000,000) reverts to the state general fund.
649	892		SECTION 17. IC 23-20-1-28, AS ADDED BY P.L.114-2010,
650	893		SECTION 12, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
651	894		JULY 1, 2023]: Sec. 28. (a) If the fund would be reduced below two
652	895		hundred fifty thousand dollars ($250,000) by payment in full of all
653	896		awards that become final in a month, the division shall suspend
654	897		payment of the claims that become final during the month and the
655	898		following two (2) months.
656	899		(b) At the end of the suspension period, the division shall pay the
657	900		suspended claims. If the fund would be exhausted by payment in full
658	901		of the suspended claims, the amount paid to each claimant shall be
659	902		prorated.
660	903		(c) To ensure the financial viability of the fund, the
661	904		commissioner may:
662	905		(1) divide into installments;
663	906		(2) delay; or
664	907		(3) divide into installments and delay;
665		-	any payments owed to claimants under this chapter.
666		-	HEA 1581 Speaker of the House of Representatives
667		-	President of the Senate
668		-	President Pro Tempore
669		-	Governor of the State of Indiana
670		-	Date: Time:
671		-	HEA 1581
	908	+	any payments owed to claimants under this chapter.".
	909	+	Renumber all SECTIONS consecutively.
	910	+	and when so amended that said bill do pass.
	911	+	(Reference is to HB 1581 as introduced.)
	912	+	SPEEDY
	913	+	Committee Vote: yeas 13, nays 0.
	914	+	EH 1581—LS 7151/DI 148 22
	915	+	COMMITTEE REPORT
	916	+	Madam President: The Senate Committee on Judiciary, to which
	917	+	was referred House Bill No. 1581, has had the same under
	918	+	consideration and begs leave to report the same back to the Senate with
	919	+	the recommendation that said bill DO PASS and be reassigned to the
	920	+	Senate Committee on Appropriations.
	921	+	(Reference is to HB 1581 as printed February 2, 2023.)
	922	+	BROWN L, Chairperson
	923	+	Committee Vote: Yeas 10, Nays 0
	924	+	_____
	925	+	COMMITTEE REPORT
	926	+	Madam President: The Senate Committee on Appropriations, to
	927	+	which was referred Engrossed House Bill No. 1581, has had the same
	928	+	under consideration and begs leave to report the same back to the
	929	+	Senate with the recommendation that said bill DO PASS.
	930	+	(Reference is to EHB 1581 as printed March 17, 2023.)
	931	+
	932	+	MISHLER, Chairperson
	933	+	Committee Vote: Yeas 12, Nays 0
	934	+	EH 1581—LS 7151/DI 148