CHAPTER 17. CONSTRUCTION AND APPLICATION
IC 23-1-17
Chapter 17. Construction and Application
IC 23-1-17-1
Short title
Sec. 1. This article shall be known and may be cited as the Indiana
Business Corporation Law.
As added by P.L.149-1986, SEC.1.
IC 23-1-17-2
Amendment or repeal of law
Sec. 2. The general assembly has power to amend or repeal all or
part of this article at any time, and all domestic and foreign
corporations subject to this article are governed by the amendment
or repeal.
As added by P.L.149-1986, SEC.1.
IC 23-1-17-3
Application; domestic corporations
Sec. 3. (a) After July 31, 1987, this article applies to all domestic
corporations in existence on July 31, 1987, that were incorporated
under IC 23-1-1 through IC 23-1-12 (repealed August 1, 1987) or any
other prior law. It also applies to all corporations incorporated under
IC 23-1-21.
(b) Before August 1, 1987, the provisions of IC 23-1-18 through
IC 23-1-54 do not apply to any domestic corporation, except in
accordance with the following:
(1) The corporation's board of directors must adopt a resolution
electing to have IC 23-1-18 through IC 23-1-54 (except for
IC 23-1-18-3, IC 23-1-21, and IC 23-1-53-3) apply to the
corporation.
(2) The resolution must specify a date (after March 31, 1986,
and before August 1, 1987) on and after which those provisions
will apply to the corporation.
(3) The resolution must be filed in the office of the secretary of
state before the date specified under subdivision (2).
(c) The provisions of IC 23-1-18 through IC 23-1-54 (except for
IC 23-1-18-3, IC 23-1-21, and IC 23-1-53-3) apply to each domestic
corporation that complies with all the conditions prescribed by
subsection (b). In addition, such a corporation shall continue to
comply with the requirements of IC 23-1-8 and IC 23-3-2 until
August 1, 1987, but it is not subject to the provisions of IC 23-1-1
through IC 23-1-7, IC 23-1-9 through IC 23-1-12, IC 23-3-1, and
IC 23-3-9.
(d) The provisions of IC 6-8.1-10-9 and IC 22-4-32-23 apply to
the officers and directors of each domestic corporation that complies
with all the conditions prescribed by subsection (b). In addition, such
a corporation is not subject to the provisions of IC 6-8.1-10-8 and
IC 22-4-32-22 (repealed August 1, 1987).
(e) After a corporation becomes subject to IC 23-1-18 through
IC 23-1-54, all references in the articles of incorporation of the
corporation to the former Indiana General Corporation Act (IC
23-1-1 through IC 23-1-12) (repealed August 1, 1987) shall be
considered to refer to the Indiana Business Corporation Law (IC
23-1-17 through IC 23-1-54), unless otherwise determined by
resolution of the board of directors. Whenever the board of directors
adopts such a resolution, it shall be filed in the office of the secretary
of state.
As added by P.L.149-1986, SEC.1. Amended by P.L.107-1987,
SEC.3; P.L.3-1990, SEC.81; P.L.1-2010, SEC.91.
IC 23-1-17-3.1
Application; domestic railroad corporations
Sec. 3.1. (a) This article applies to a domestic railroad corporation
incorporated before July 1, 1990, if:
(1) the corporation's board of directors adopts a resolution
electing to have this article apply to the corporation;
(2) the resolution specifies the date this article will apply to the
corporation; and
(3) the resolution is filed in the office of the secretary of state
before the date specified under subdivision (2).
(b) The following do not apply to a railroad corporation
incorporated under this article:
(1) IC 8-4-1-1 through IC 8-4-1-12.
(2) IC 8-4-2 through IC 8-4-6.
(3) IC 8-4-8.
(4) IC 8-4-11-1.
(5) IC 8-4-12-6.
(6) IC 8-4-13 through IC 8-4-14.
(7) IC 8-4-16.
(8) IC 8-4-21 through IC 8-4-22.
(9) IC 8-4-24.
(c) Unless otherwise specified in a resolution described under
subsection (a), a reference to a statute listed under subsection (b) that
is contained in the articles of association of a railroad corporation
incorporated under this article shall be treated as a reference to the
Indiana Business Corporation Law (IC 23-1).
(d) A reference in a statute, other than a statute listed under
subsection (b), to a railroad incorporated under a statute listed under
subsection (b) shall be considered to include a railroad corporation
to which this article applies.
As added by P.L.75-1990, SEC.2. Amended by P.L.1-1993, SEC.190.
IC 23-1-17-4
Application; foreign corporations
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 of authority to transact business under this article.
As added by P.L.149-1986, SEC.1.
IC 23-1-17-5
Official comments
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 policies of this article and may be
used as a guide in its construction and application.
As added by P.L.149-1986, SEC.1. Amended by P.L.34-1987,
SEC.277; P.L.226-1989, SEC.1; P.L.130-2006, SEC.1.
IC 23-1-17-6
Application
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.