House Bill 1464, effective April 29, 2021, amends the business entity laws to (1) provide the name or assumed name of a domestic or foreign filing entity shall not contain language that falsely indicates or implies that it is, or is connected with, a government agency and that if it does the secretary of state may remove the name or assumed name from the records, (2) expand what qualifies as an emergency for the purposes of adopting emergency bylaws, (3) set forth the actions a corporation may take to address an emergency, including postponing a meeting or conducting a meeting by means of remote communication, (4) allow a nonprofit corporation to provide in its bylaws that it may hold meetings by means of remote communication, and (5) allow a public corporation to elect not to have a staggered board of directors if the board adopts a bylaw so providing.
Emergency Order 20-23, issued April 23, 2020, temporarily suspends the provisions of Sec. 23-0.5-6-3 of the Indiana Code pertaining to the 5 year limitation on the reinstatement of administratively dissolved corporations, limited liability companies, and other domestic filing entities and the requirement for the business entity to submit a certificate of clearance from the Department of Revenue when applying for reinstatement. The order states the suspension is to allow businesses to qualify to seek federal assistance under the Paycheck Protection Program, Economic Injury Disaster Loan, and other programs. The suspension is in effect for the duration of the public health emergency unless otherwise specified.
Executive Order 23 suspends certain provisions regarding remote meetings for business and nonprofit corporations.
Deibel v. Hoeg, No. 20-3378, decided May 25, 2021. The U.S. Court of Appeals, Seventh Circuit, predicted that Indiana would not treat a simple freezeout of a minority shareholder as a continuing wrong. Therefore, the plaintiff’s claim that the corporation canceled his shares without authority accrued at the time of the cancellation, which occurred long before the statute of limitations ran. Therefore, the court affirmed the district court’s dismissal of the suit.
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