Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 4. After July 31, 1987, this article applies to all foreign corporations that want to transact business in Indiana. A foreign corporation authorized to transact business in Indiana on July 31, 1987, is subject to this article but is not required to obtain a new certificate o…

Sec. 5. Official comments may be published by the general corporation law study commission (P.L.237-1986) and the business law survey commission (IC 23-1-54-3). After their publication, the comments may be consulted by the courts to determine the underlying reasons, purposes, and…

Sec. 6. Unless limited or prohibited by the articles of incorporation or bylaws, IC 26-2-8 applies to this article. As added by P.L.133-2009, SEC.1.

Sec. 1. Articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board of directors. The requirement may only be amended with the approval in writing of the person. As added by P.L…

Sec. 10. (a) A corporation's articles of incorporation may be amended without approval: (1) of the board of directors; (2) by the members; or (3) as required by section 1 of this chapter; to carry out a plan of reorganization ordered by a court of competent jurisdiction under fed…

Sec. 11. (a) An amendment to articles of incorporation does not affect the following: (1) A proceeding to which the corporation is a party in a cause of action existing against or in favor of the corporation. (2) A requirement or limitation imposed upon the corporation or any pro…

Sec. 2. (a) An amendment to articles of incorporation or bylaws of a public benefit or mutual benefit corporation that would terminate all members or a class of members or redeem or cancel all memberships or a class of memberships must meet the requirements of this article. (b) B…

Sec. 3. (a) A corporation may amend the corporation's articles of incorporation to do any of the following: (1) Add or change a provision that is required or permitted in the articles. (2) Delete a provision not required in the articles. (b) Whether a provision is required or per…

Sec. 4. (a) Unless articles of incorporation provide otherwise, a corporation's board of directors may adopt at least one (1) amendment to the corporation's articles without member approval to do the following: (1) To extend the duration of the corporation that was incorporated a…

Sec. 5. (a) Unless this article, articles of incorporation, bylaws, or the board of directors acting under subsection (b) require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted must be approved as follows: (1) By the boa…

Sec. 6. (a) The members of a class in a public benefit corporation may vote as a separate voting group on a proposed amendment to the articles of incorporation if the amendment would change the rights of the class as to voting in a manner different than the amendment affects anot…

Sec. 7. (a) A corporation amending the corporation's articles of incorporation must deliver to the secretary of state articles of amendment setting forth the following: (1) The name of the corporation. (2) The date of the corporation's incorporation. (3) The text of each amendmen…

Sec. 8. (a) A corporation's board of directors may restate the corporation's articles of incorporation with or without approval by members or another person. (b) A restatement may include amendments to the articles of incorporation. If the restatement includes an amendment requir…

Sec. 9. (a) A corporation restating the corporation's articles of incorporation shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting for…