Indiana § 23-1.5-3-1 Shares; issuance; transfer

Indiana Statutes

§ 23-1.5-3-1 — Shares; issuance; transfer

Indiana § 23-1.5-3-1

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 1.5PROFESSIONAL CORPORATIONS

Ch. 3Ownership

This text of Indiana § 23-1.5-3-1 (Shares; issuance; transfer) 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 § 23-1.5-3-1 (2026).

Text

(a)Except as provided in IC 25-2.1-5, a professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to:

(1)individuals who are authorized by Indiana law or the laws of another state to render a professional service permitted by the articles of incorporation of the corporation;

(2)general partnerships in which all the partners are authorized by Indiana law or the laws of another state to render a professional service permitted by the articles of incorporation of the corporation;

(3)professional corporations authorized by Indiana law or the laws of another state to render a professional service permitted by the articles of incorporation of the corporation; and

(4)the trustee of a qualified trust.

(b)When determined necessary by the licens

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(a) Except as provided in IC 25-2.1-5, a
professional corporation may issue shares, fractional shares, and rights
or options to purchase shares only to:
(1) individuals who are authorized by Indiana law or the laws of
another state to render a professional service permitted by the
articles of incorporation of the corporation;
(2) general partnerships in which all the partners are authorized
by Indiana law or the laws of another state to render a
professional service permitted by the articles of incorporation of
the corporation;
(3) professional corporations authorized by Indiana law or the
laws of another state to render a professional service permitted by
the articles of incorporation of the corporation; and
(4) the trustee of a qualified trust.
(b) When determined necessary by the licensing authority for any
profession in order to prevent violations of the ethical standards of the
profession, the licensing authority may by rule further restrict,
condition, or abridge the authority of professional corporations to issue
shares, but no such rule may, of itself, have the effect of causing a
shareholder of a professional corporation at the time the rule becomes
effective to become a disqualified person. All shares issued in violation
of:
(1) this section; or
(2) any rule adopted by a licensing authority as provided by this
section;
are void.
(c) Except as provided in IC 25-2.1-5, a shareholder of a
professional corporation may transfer or pledge shares, fractional
shares, and rights or options to purchase shares of the corporation only
to individuals, general partnerships, professional corporations, and
trustees of qualified trusts qualified under this article to own shares
issued directly to them by the professional corporation. A transfer of
shares in violation of this subsection is void; however, this subsection
does not apply to the transactions described in section 3 of this chapter.
(d) Each certificate representing shares of a professional corporation
must state conspicuously upon its face that the shares represented by
that certificate are subject to:
(1) restrictions on transfer imposed by this article; and
(2) such restrictions on transfer as may be imposed by the
licensing authority under this article.
(e) This section does not permit or authorize an individual to
practice within Indiana any profession with respect to which a license
or registration is required by the state without the individual being
licensed or registered under the laws of the state.