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Legislative updates

House Bill 1581, effective July 1, 2023, amends the business organization laws regarding, among other things, definitions applicable to agricultural cooperatives, articles of organization of agricultural cooperatives, revocations of agricultural cooperative and business trusts, and the addition of members to solely owned LLCs.

Senate Bill 468, effective July 1, 2023, significantly amends the state’s UCC law to incorporate the amendments to the UCC approved and recommended for enactment by the Uniform Law Commission in 2022 to address issues related to emerging technologies. Among other things, the bill adds a new article regarding transactions in controllable electronic records and sets forth provisions concerning the perfection of a security interest in controllable electronic records.

Senate Bill 351, effective July 1, 2022, adds a new chapter to the state UCC law governing transactions in controllable electronic records and amends the chapter concerning secured transactions to provide for perfection of security interests in controllable electronic records by control or filing a financing statement.

House Bill 1092, effective July 1, 2022, deletes a provision of Article 9 of the state’s UCC law that required the secured part to send a copy of a financing statement to the debtor within 30 days of filing.

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.

Case summaries

Consent to Jurisdiction
Tom James Co. v. Zurich American Insurance Co., No. 23A-PL-106, decided November 2, 2023. The Indiana Court of Appeals affirmed the trial court’s dismissing the plaintiffs’ lawsuit against a foreign insurance company for lack of personal jurisdiction. The court rejected the argument that the insurance company consented to jurisdiction in Indiana by complying with a statute that required it to appoint an Indiana resident as its agent upon whom process in any action in law or equity against it shall be served. The court noted that the state Supreme Court has interpreted that statute as applying to actions arising out of insurance contracts made within Indiana or with residents of Indiana. Here, the insurance contract was not made within Indiana nor was it made with Indiana residents.

Freezeout Claim
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.

Other notices

There are no new notices at this time.

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