Indiana § 23-1.3-6-5 Immune from personal liability

Indiana Statutes

§ 23-1.3-6-5 — Immune from personal liability

Indiana § 23-1.3-6-5

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 1.3BENEFIT CORPORATIONS

Ch. 6Benefit Director

This text of Indiana § 23-1.3-6-5 (Immune from personal liability) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-1.3-6-5 (2026).

Text

Regardless of whether the articles of
incorporation or bylaws of a benefit corporation include a provision
eliminating or limiting the personal liability of directors authorized by
IC 23-1-37, a benefit director is not personally liable for an act or
omission in the capacity of a benefit director unless the act or omission
constitutes self-dealing (other than a conflict of interest transaction
described in IC 23-1-35-2(a)), willful misconduct, recklessness, or a
knowing violation of law.

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Regardless of whether the articles of
incorporation or bylaws of a benefit corporation include a provision
eliminating or limiting the personal liability of directors authorized by
IC 23-1-37, a benefit director is not personally liable for an act or
omission in the capacity of a benefit director unless the act or omission
constitutes self-dealing (other than a conflict of interest transaction
described in IC 23-1-35-2(a)), willful misconduct, recklessness, or a
knowing violation of law.