[March 3, 2018. The General Assembly amended some of the provisions created the Business Entity Harmonization Bill, as discussed in a Postscript to this series.]
Indiana law provides for several types of business and nonprofit entities, each of which is governed by one or more articles of Title 23 of the Indiana Code, all of which require similar filings with the Indiana Secretary of State, and all of which are capable of undergoing transactions such as mergers and conversions into other types of entities. The types of entities and the governing portions of Title 23 are:
- Business Corporations, Article 1
- Limited Liability Companies (LLCs), Article 18
- Limited Partnerships (LPs), Article 16
- Limited Liability Partnerships (LLPs), Article 4
- Nonprofit Corporations, Article 17
Although the various entities share similar filing requirements and are subject to similar types of transactions, the details have differed from one type of entity to another, causing confusion and inefficiencies for lawyers, business owners, and (I’m sure) the Secretary of State’s office — until now. In 2017, Governor Eric Holcomb signed Senate Enrolled Act 443, known as the Business Entity Harmonization Bill, which takes effect today, January 1, 2018, and eliminates most of those differences.
SEA 443 creates two new articles in Title 23. All of the filing requirements, plus the provisions related to administrative dissolution (i.e., dissolution by the Secretary of State for failing to file biennial reports), for all of the types of entities listed above now appear in Article 0.5, the Uniform Business Organizations Code. Most of the procedures governing merger, domestication, and conversion from one form of entity to another now appear in Article 0.6, the Uniform Business Organizations Transactions Act. A few types of transactions remain in the article of Title 23 governing the particular type of organization.
In Part II of this series, we will discuss the Uniform Business Organizations Code. In Part III, we will discuss the Uniform Business Organization Transactions Code. In Part IV, we will discuss some minor issues with Business Entity Harmonization Bill.