Sec. 12. (a) The incorporators of an association to be formed under this chapter shall execute and file articles of incorporation setting forth the following: (1) The name of the proposed association. (2) The purpose or purposes for which it is formed. (3) The period during which it is to continue to exist, if the period is to be limited. (4) The post office address of its principal office and the name and address of its registered agent as provided in IC 23-0.5-4. (5) If organized without capital stock, whether the property rights and interest of the members are equal or unequal. If property rights and interest of the members are unequal, the articles of incorporation must set forth the provisions under and by which the property rights and interests of the respective members are to be determined and fixed. (6) The following information, if the association is organized with capital stock: (A) The total number of shares that the association may issue. (B) Whether all or part of the shares have a par value. (C) If all or part of the shares have a par value, the number and par value of the shares. (D) Whether all or part of the shares are without a par value. (E) If all or part of the shares are without a par value, the number of shares without a par value. (F) If the shares are to be divided into classes or kinds: (i) the number and par value, if any, of the shares of each class; and (ii) subject to the limitations provided in this chapter with respect to issuance of voting stock, either a statement of the relative rights, preferences, limitations, and restrictions of each class, or a provision expressly vesting authority in the board of directors to determine the relative rights, preferences, limitations, and restrictions of each class by resolution or resolutions adopted before the issuance of any shares of the specific class. (G) If the shares of any class are to be issuable in series: (i) descriptions of the several series; and (ii) subject to the limitation provided in this chapter with respect to the issuance of voting stock, a statement of the relative rights, preferences, limitations, and restrictions of each series, or a provision expressly vesting authority in the board of directors to determine the relative rights, preferences, limitations, and restrictions of each series by resolution or resolutions adopted before the issuance of any of the shares of the specific series. (7) The number of directors constituting the initial board of directors of the association. (8) The names and post office addresses of the first board of directors. (9) The names and post office addresses of the incorporators. (10) Any other provisions, consistent with Indiana laws, for the regulation of the business and conduct of the affairs of the association and for creating, defining, limiting, or regulating the powers of the following: (A) The association. (B) The directors. (C) The members. (D) The shareholders of any class or classes of shareholders. (b) The articles of incorporation must be: (1) prepared and signed in duplicate by the incorporators; and (2) presented to the secretary of state's office and accompanied by the fees prescribed by this chapter. [Pre-2008 Recodification Citation: 15-7-1-7(a).] As added by P.L.2-2008, SEC.3. Amended by P.L.118-2017, SEC.3; P.L.156-2023, SEC.2.
IC 15-12-1-13 Presentation of articles of incorporation Sec. 13. (a) Upon presentation of articles of incorporation that comply with the requirements of this chapter, if the secretary of state finds that the articles of incorporation conform to law, the secretary of state shall do the following: (1) Endorse the secretary of state's approval upon the duplicate copies of the articles. (2) When all fees have been paid as required by law: (A) file one (1) copy of the articles in the secretary of state's office; and (B) issue a certificate of incorporation to the incorporators. (3) Return the certificate of incorporation, together with the remaining copy of the articles of incorporation bearing the endorsement of the secretary of state's approval, to the incorporators or their representative. (b) Upon the issuance of the certificate of incorporation by the secretary of state under subsection (a): (1) the corporate existence of the association begins; (2) all subscriptions to membership, subscriptions for shares of the association, or subscriptions to membership and for shares of the association are considered to be accepted by the association; and (3) the subscribers are considered to be members, shareholders, or members and shareholders of the association. (c) The certificate of incorporation issued by the secretary of state under this section is conclusive evidence of the fact that the association has been incorporated and of the corporation's right to transact business and to incur indebtedness. [Pre-2008 Recodification Citations: subsection (a) formerly 15-7-1-7(b); subsection (b) formerly 15-7-1-7(c).] As added by P.L.2-2008, SEC.3.