CHAPTER 21. INCORPORATION
IC 23-1-21
Chapter 21. Incorporation
IC 23-1-21-1
Incorporators
Sec. 1. One (1) or more persons may act as the incorporator or
incorporators of a corporation by signing and causing to be delivered
articles of incorporation to the secretary of state for filing.
As added by P.L.149-1986, SEC.5.
IC 23-1-21-2
Articles of incorporation; contents
Sec. 2. (a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that satisfies the
requirements of IC 23-1-23-1;
(2) the number of shares the corporation is authorized to issue;
(3) the street address of the corporation's initial registered office
in Indiana and the name of its initial registered agent at that
office; and
(4) the name and address of each incorporator.
(b) The articles of incorporation may set forth:
(1) the names and addresses of the individuals who are to serve
as the initial directors;
(2) provisions not inconsistent with law regarding:
(A) the purpose or purposes for which the corporation is
organized;
(B) managing the business and regulating the affairs of the
corporation;
(C) defining, limiting, and regulating the powers of the
corporation, its board of directors, and shareholders;
(D) a par value for authorized shares or classes of shares;
and
(E) the imposition of personal liability on shareholders for
the debts of the corporation to a specified extent and upon
specified conditions; and
(3) any provision that under this article is required or permitted
to be set forth in the bylaws.
(c) The articles of incorporation need not set forth any of the
corporate powers enumerated in this article.
As added by P.L.149-1986, SEC.5.
IC 23-1-21-3
Date of corporate existence; filing of articles as evidence of valid
existence
Sec. 3. (a) Unless a delayed effective date is specified, the
corporate existence begins when the articles of incorporation are
filed.
(b) The secretary of state's filing of the articles of incorporation
is conclusive proof that the incorporators satisfied all conditions
precedent to incorporation except in a proceeding by the state to
cancel or revoke the incorporation or involuntarily dissolve the
corporation.
As added by P.L.149-1986, SEC.5.
IC 23-1-21-4
Persons acting on behalf of nonexistent corporation; liability
Sec. 4. All persons purporting to act as or on behalf of a
corporation, knowing there was no incorporation under this article,
are jointly and severally liable for all liabilities created while so
acting.
As added by P.L.149-1986, SEC.5.
IC 23-1-21-5
Organizational meeting
Sec. 5. (a) After incorporation:
(1) if initial directors are named in the articles of incorporation,
the initial directors shall hold an organizational meeting, at the
call of a majority of the directors, to complete the organization
of the corporation by electing or appointing officers, adopting
bylaws, and carrying on any other business brought before the
meeting;
(2) if initial directors are not named in the articles of
incorporation, the incorporator or incorporators shall hold an
organizational meeting at the call of a majority of the
incorporators to elect a board of directors who shall complete
the organization of the corporation; and
(3) if a corporation, under IC 23-1-33-1(c), will not have a
board of directors, the subscribers shall hold an organizational
meeting to complete the organization of the corporation.
(b) An action required or permitted by this article to be taken by
incorporators or subscribers at an organizational meeting may be
taken without a meeting if the action taken is evidenced by one (1)
or more written consents that describe the action taken and that are
signed by each incorporator or subscriber.
(c) An organizational meeting may be held in or out of Indiana.
As added by P.L.149-1986, SEC.5. Amended by P.L.226-1989,
SEC.2.
IC 23-1-21-6
Bylaws
Sec. 6. (a) The incorporators or board of directors of a corporation
shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for
managing the business and regulating the affairs of the corporation
that is not inconsistent with law or the articles of incorporation.
As added by P.L.149-1986, SEC.5.
IC 23-1-21-7
Emergency bylaws
Sec. 7. (a) Unless the articles of incorporation provide otherwise,
the board of directors of a corporation may adopt bylaws to be
effective only in an emergency defined in subsection (d). The
emergency bylaws may make all provisions necessary for managing
the corporation during the emergency, including:
(1) procedures for calling a meeting of the board of directors;
(2) quorum requirements for the meeting; and
(3) designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the
emergency bylaws remain effective during the emergency. The
emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the
emergency bylaws:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director,
officer, employee, or agent.
(d) An emergency exists for purposes of this section if an
extraordinary event prevents a quorum of the corporation's directors
from assembling in time to deal with the business for which the
meeting has been or is to be called.
As added by P.L.149-1986, SEC.5.