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The Indiana General Assembly has passed, and Governor Eric Holcomb has signed into law, the most far-reaching revision of Indiana business laws in more than two decades. The new legislation was developed and recommended by the Indiana Business Law Survey Commission with the involvement of a number of alumni and a faculty member of the IU Robert H. McKinney School of Law.

The new statute, S.E.A.  443, which will take effect January 1, 2018, will make doing business in Indiana easier by simplifying business formation and bringing consistency to the rules that govern businesses and business transactions.

The Business Law Survey Commission, established by the Legislature to advise on business laws, is chaired by Marci A. Reddick, ’84 (pictured left), of Taft Stettinius & Hollister. The bill was initially drafted by a task force consisting of Frank Sullivan, Jr., (pictured right) Professor of Practice at IU Robert H. McKinney School of Law and vice-chair of the Commission; Janet L. Monroe, ’07, of Monroe Legal and a member of the Commission; and Mallory Long, ’15, Legislative Counsel in the Indiana Secretary of State’s office. Andrew Podgorny, ’15, of Smith Amundsen, also assisted in the drafting.

Current law has similar but completely separate administrative requirements for business corporations, limited liability partnerships, limited partnerships, nonprofit corporations, and limited liability companies. The new legislation takes provisions on business filings, names, registered agents, foreign entities, and administrative dissolution from five different current laws, makes them identical to each other to the extent possible, and places them in a single place in the Indiana Code. A second part of the act also consolidates in one place and makes consistent provisions governing business mergers, interest exchanges, conversions, and domestications. The provisions of existing law affected by these changes have been repealed.

The new legislation was based on two model statues (the Model Entity Transactions Act and Article 1 of the Uniform Business Organizations Code) developed by the Uniform Law Commission (ULC), a national organization that provides states with non-partisan, well-conceived and well-drafted legislation that brings clarity and stability to critical areas of state statutory law.  Indiana is an active participant in the ULC and has adopted many other statues developed by the Commission. Professor Sullivan, Associate Professor Emerita H. Kathleen Patchel, and IU McKinney Dean Emeritus Gerald L. Bepko are Commissioners from Indiana to the ULC. Several IU McKinney alumni are also Commissioners as well: Ryan Dvorak, ’08; Former Indiana State Senator and Minority Leader, Vi Simpson, ’94; Marti Starkey, ’81; and Indiana State Representative Tom Washburne, ’90.

In a press release announcing the new law, Indiana Secretary of State Connie Lawson, whose office is responsible for filing and maintaining all business registration records for the state, thanked the Business Law Survey Commission and the Uniform Law Commission for their contributions to the project. She called it “another example of our state making every effort to cut government red tape for businesses and promote economic development.”