Ind. Code § 23-1.3-2-1 Application of corporation law definitions
Sec. 1. The definitions in IC 23-1-20 apply throughout this article.
As added by P.L.93-2015, SEC.3.
Ind. Code ch. 23-1.3-2
Ind. Code ch. 23-1.3-2
in effectInd. Code § 23-1.3-2-2 Application of definitions
Sec. 2. The definitions in this chapter apply throughout this article.
As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.3-2-3 "Benefit corporation"
Sec. 3. "Benefit corporation" means a corporation to which both the following apply:
(1) The corporation has elected to become subject to this article.
(2) The status of the corporation as a benefit corporation has not been terminated.
As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.3-2-4 "Benefit director"
Sec. 4. "Benefit director" refers to an individual designated as the benefit director of a benefit corporation under IC 23-1.3-6.
As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.3-2-5 "Benefit enforcement proceeding"
Sec. 5. "Benefit enforcement proceeding" means any claim, action, or proceeding for:
(1) the failure of a benefit corporation to pursue or create:
(A) general public benefit; or
(B) a specific public benefit if the benefit corporation identified a specific public benefit purpose in its articles of incorporation; or
(2) a violation of any obligation, duty, or standard of conduct under this article.
As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.3-2-6 "Benefit officer"
Sec. 6. "Benefit officer" means an individual designated as the benefit officer of a benefit corporation under IC 23-1.3-8.
As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.3-2-7 "General public benefit"
Sec. 7. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third party standard, from the business and operations of a benefit corporation.
As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.3-2-8 "Independent"
Sec. 8. "Independent" means a person that has no material relationship with a benefit corporation or a subsidiary of the benefit corporation.
As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.3-2-9 "Minimum status vote"
Sec. 9. "Minimum status vote" means the following:
(1) For a corporation, in addition to any other required approval or vote, a vote in which:
(A) the shareholders of every class or series of shares are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series; and
(B) the corporate action is approved by vote of the shareholders of each class or series of shares entitled to cast at least ninety percent (90%) of the votes that all shareholders of the class or series are entitled to cast on the action.
(2) For a domestic business entity other than a corporation, in addition to any other required approval, vote, or consent, a vote in which:
(A) the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity are entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series; and
(B) the action is approved by vote or consent of the holders described in clause (A) entitled to cast at least ninety percent (90%) of the votes or consents that all of the holders are entitled to cast on the action.
As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.3-2-10 "Specific public benefit"
Sec. 10. (a) "Specific public benefit" means a benefit that serves:
(1) one (1) or more public welfare, religious, charitable, scientific, literary, or educational purposes; or
(2) other purposes or benefits beyond the strict interests of the shareholders of the benefit corporation.
(b) The term includes the following:
(1) Providing low income or underserved individuals or communities with beneficial products or services.
(2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business.
(3) Protecting or restoring the environment.
(4) Improving human health.
(5) Promoting the arts, sciences, or advancement of knowledge.
(6) Increasing the flow of capital to entities with a purpose to benefit society or the environment.
(7) Conferring any other particular benefit on society or the environment.
As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.3-2-11 "Subsidiary"
Sec. 11. "Subsidiary" means, in relation to a person, a business entity in which the person owns at least fifty percent (50%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.
As added by P.L.93-2015, SEC.3.
Ind. Code § 23-1.3-2-12 "Third party standard"
Sec. 12. "Third party standard" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is:
(1) comprehensive because it assesses the effect of the benefit corporation and the benefit corporation's operations upon the interests listed in IC 23-1.3-5-1(1)(B) through IC 23-1.3-5-1(1)(E);
(2) developed by an entity that is not controlled by a benefit corporation;
(3) developed by an entity that:
(A) has access to necessary expertise to assess overall corporate social and environmental performance;
(B) uses a balanced multistakeholder approach to develop the standard, including a reasonable public comment period;
(C) was not materially financed by any of the following organizations and not more than one-third (1/3) of the members of the governing body of the entity are representatives of:
(i) associations or businesses operating in the same industry, the performance of whose members is measured by the standard; or
(ii) businesses from the same industry or an association of businesses in that industry; and
(4) transparent because all the following information is publicly available:
(A) The criteria considered when measuring the overall social and environmental performance of a business.
(B) The relative weightings, if any, of the criteria described in clause (A).
(C) The identity of the directors, officers, material owners, and governing body of the entity that developed and controls revisions to the standard.
(D) The process by which revisions to the standard and changes to the membership of the governing body are made.
(E) An accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.
As added by P.L.93-2015, SEC.3.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/23Fetched: 10/17/2026