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Chapter 1. Shares Generally
28-13-1-1. Number of Shares; Classes of Shares; Preferences; Limitations; Relative Rights - Sec. 1. The articles of incorporation must prescribe the number...
28-13-1-2. Voting Right; Rights to Assets on Dissolution - Sec. 2. The articles of incorporation must authorize the following:...
28-13-1-3. Class of Shares With Other Rights; Designations, Preferences, and Limitations; Description Not Exhaustive - Sec. 3. (a) The articles of incorporation may authorize at...
28-13-1-4. Series of Shares; Distinguishing Designation; Other Rights and Preferences; Articles of Amendment - Sec. 4. (a) If the articles of incorporation so provide,...
28-13-1-5. Outstanding Shares; Limitation on Reacquisition, Redemption, or Conversion; Unlimited Voting Rights; Right to Assets on Dissolution - Sec. 5. (a) A corporation may issue the number of...
28-13-1-6. Fractional Shares; Scrip; Rights and Preferences - Sec. 6. (a) A corporation may do any of the...
Chapter 2. Issuance of Shares
28-13-2-1. Subscription for Shares; Terms; Call for Payment; Nonassessable Shares; Default in Payment - Sec. 1. (a) A subscription for shares entered into before...
28-13-2-2. Subscription Agreement; Powers of Directors; Consideration; Escrowed or Restricted Shares for Future Services or Benefits - Sec. 2. (a) A subscription agreement entered into after incorporation...
28-13-2-3. Shareholder Liability for Corporate Acts or Indebtedness - Sec. 3. (a) A purchaser from a corporation of the...
28-13-2-4. Pro Rata Shares; Share Dividend or Split; Record Date of Dividend - Sec. 4. (a) Unless the articles of incorporation provide otherwise,...
28-13-2-5. Purchase Rights, Options, or Warrants; Corporate Shares or Other Securities - Sec. 5. A corporation, acting through the corporation's board of...
28-13-2-6. Share Certificates; Contents; Requisites; Validity of Signature - Sec. 6. (a) Shares may be represented by certificates. Unless...
28-13-2-7. Classes or Series of Shares Without Certificates; Furnishing Shareholder Information - Sec. 7. (a) Unless the articles of incorporation or bylaws...
28-13-2-8. Shares Subject to Registration or Transfer Restrictions; Previously Issued Shares; Enforcement of Restrictions Against Holder or Transferee - Sec. 8. (a) For purposes of this section, "shares" includes...
28-13-2-9. Expenses Payable From Consideration Received for Shares - Sec. 9. A corporation may pay the expenses of: (1)...
Chapter 3. Preemptive Rights─reacquisition and Reissue of Shares
28-13-3-1. Unissued Shares; Acquisition Rights Subject to Articles of Incorporation - Sec. 1. The shareholders of a corporation do not have...
28-13-3-2. Security Convertible Into or Carrying Right to Subscribe for or Acquire Shares; Election to Have Preemptive Rights; Applicable Principles - Sec. 2. (a) For purposes of sections 1 and 2...
28-13-3-3. Acquisition of Own Shares by Corporation; Reduction of Authorized Shares; Contents of Articles; Treasury Shares; Unlawful Reduction of Shares Producing Insolvency - Sec. 3. (a) A corporation may acquire its own shares...
Chapter 4. Dividends and Other Distributions
28-13-4-1. Power of Board of Directors to Make Distributions - Sec. 1. A board of directors may authorize and the...
28-13-4-2. Share Dividend or Distribution Dates of Record, Declaration, and Payment - Sec. 2. The board of directors may fix a record...
28-13-4-3. Dividends; Approval of Department Required; Retained Net Income; Exemption From Approval Requirements - Sec. 3. (a) A corporation may declare a dividend of...
28-13-4-4. Withdrawal of Capital Stock Prohibited - Sec. 4. A corporation may not, during the time it...
28-13-4-5. Impairment of Capital Prohibited; Maximum Dividend - Sec. 5. (a) A corporation may not declare or pay...
28-13-4-6. Repealed - As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995, SEC.87; P.L.258-2003,...
28-13-4-7. Protective Order for Increase of Capital and Surplus or Reduction of Deposits; Time Period for Compliance; Increase in Capital by Corporate Fiduciary - Sec. 7. (a) The department may, if the department considers...
28-13-4-8. Repealed - As added by P.L.14-1992, SEC.163. Repealed by P.L.79-1998, SEC.112.
28-13-4-9. Parity of Shareholder Distribution With Corporate Indebtedness to Unsecured Creditors - Sec. 9. A corporation's indebtedness to a shareholder incurred by...
Chapter 5. Meetings of Shareholders
28-13-5-1. Annual Meeting Requisites - Sec. 1. (a) A corporation must hold a meeting of...
28-13-5-2. Special Meeting; Corporations With More Than 50 Shareholders - Sec. 2. (a) A corporation with more than fifty (50)...
28-13-5-3. Special Meeting; Corporations of 50 or Fewer Shareholders - Sec. 3. A corporation with not more than fifty (50)...
28-13-5-4. Special Meeting Requisites and Procedure - Sec. 4. (a) Special meetings of shareholders shall be held...
28-13-5-5. Court Ordered Meeting; Requisites and Procedure - Sec. 5. (a) The circuit or superior court of the...
28-13-5-6. Action Taken Without Meeting; Consent of Voting Shareholders - Sec. 6. (a) Action required or permitted by this article...
28-13-5-7. Action With Unanimous Consent of Voting Shareholders; Notice to Nonvoting Shareholders - Sec. 7. If this article requires that notice of proposed...
28-13-5-8. Notice of Annual and Special Shareholders' Meeting; Prerequisites - Sec. 8. (a) A corporation shall notify shareholders of the...
28-13-5-9. Adjournment of Annual or Special Shareholders' Meeting; Notice - Sec. 9. Unless the bylaws require otherwise, if an annual...
28-13-5-10. Waiver by Shareholder Entitled to Notice of Meeting; Effect of Attendance at Meeting - Sec. 10. (a) A shareholder may waive any notice required...
28-13-5-11. Record Date; Fixing for Shareholder Meeting or Action; Adjournment by Order of Court - Sec. 11. (a) The bylaws may fix or provide the...
Chapter 6. Voting by Shareholders
28-13-6-1. Shareholders' List; Requisites and Necessity; Inspection and Copying - Sec. 1. (a) After fixing a record date for a...
28-13-6-2. Voting of Shares - Sec. 2. (a) Except as provided in subsections (b), (c),...
28-13-6-3. Proxy Voting - Sec. 3. (a) A shareholder may vote the shareholder's shares...
28-13-6-4. Beneficial Owner of Shares; Recognition Procedure; Disclosure Procedure; Sanctions to Ensure Compliance - Sec. 4. (a) A corporation may establish a recognition procedure...
28-13-6-5. Acceptance or Rejection of Vote, Consent, Waiver, or Proxy Appointment; Validity of Signature - Sec. 5. (a) If the name signed on a vote,...
28-13-6-6. Separate Voting Group; Action on Matter at Meeting by Less Than Group Majority Vote; Quorum Required for Approval; Law Governing Election of Directors - Sec. 6. (a) Shares entitled to vote as a separate...
28-13-6-7. Quorum for Voting Requirement for Shareholders Comprising Voting Groups - Sec. 7. (a) If the articles of incorporation or this...
28-13-6-8. Greater Quorum or Voting Requirements; Shareholders or Voting Groups; Provision by Articles - Sec. 8. The articles of incorporation may provide for a...
28-13-6-9. Directors; Election by Plurality of Votes - Sec. 9. Directors are elected by a plurality of the...
Chapter 7. Voting Trusts and Agreements
28-13-7-1. Creation of Voting Trust; Requisites - Sec. 1. At least one (1) shareholder may create a...
28-13-7-2. Duties of Voting Trustee; Agreement and List - Sec. 2. When a voting trust agreement is signed, the...
28-13-7-3. Effective Date; Irrevocability; Rights Coupled With Interest in Shares - Sec. 3. A voting trust becomes effective on the date...
28-13-7-4. Irrevocable Trust Extension; Duties of Voting Trustee - Sec. 4. If an irrevocable voting trust is extended in...
28-13-7-5. Voting Agreement; Exemption; Enforceability - Sec. 5. (a) At least two (2) shareholders may provide...
Chapter 8. Derivative Proceedings
28-13-8-1. "Shareholder" Defined - Sec. 1. For purposes of this chapter, "shareholder" includes a...
28-13-8-2. Right to Commence Proceeding - Sec. 2. (a) A person may not commence a proceeding...
28-13-8-3. Complaint Requisites; Stay Pending Corporate Investigation - Sec. 3. (a) A complaint in a proceeding brought in...
28-13-8-4. Discontinuance or Settlement of Case; Approval; Notice; Payment of Defense Expenses and Fees - Sec. 4. (a) A proceeding commenced under this chapter may...
28-13-8-5. Corporate Committee; Establishment; Powers and Duties; Determination Made Independently of Board; Conclusive Presumption on Merits; Disinterested Director or Other Person - Sec. 5. (a) Unless prohibited by the articles of incorporation,...
Chapter 9. Board of Directors Generally
28-13-9-1. Necessity of Board; Powers - Sec. 1. (a) Each corporation must have a board of...
28-13-9-2. Qualifications of Directors; Articles and Bylaws Prescribing; Waiver of Citizenship Requirement - Sec. 2. (a) Except as provided in subsection (c), every...
28-13-9-3. Size of Board; Articles and Bylaws; Annual Election of Directors - Sec. 3. (a) A board of directors must consist of...
28-13-9-4. Election of Directors; Voting Groups; Classes of Shares - Sec. 4. (a) If the articles of incorporation authorize dividing...
28-13-9-5. Terms of Office; Vacancies; Continuation Until Qualification of Successor - Sec. 5. (a) The terms of the initial directors of...
28-13-9-6. Staggering Terms; Groups of Directors; Expiration of Terms - Sec. 6. (a) The articles of incorporation or, if the...
28-13-9-7. Resignation; Notice; Effective Date - Sec. 7. (a) A director may resign at any time...
28-13-9-8. Removal From Office; Meeting; Notice - Sec. 8. (a) Directors may be removed in any manner...
28-13-9-9. Vacancies; Filling Known Future Vacancies; Temporary Appointment by Director of Department - Sec. 9. (a) Unless the articles of incorporation provide otherwise,...
28-13-9-10. Compensation; Fixing - Sec. 10. Unless the articles of incorporation or bylaws provide...
Chapter 10. Meetings and Action of Board of Directors
28-13-10-1. Place of Meetings; Participants; Means of Communication; Presumption of Presence - Sec. 1. (a) The board of directors may hold regular...
28-13-10-2. Action Taken Without Meeting; Signed Consent; Effect - Sec. 2. (a) Unless the articles of incorporation or bylaws...
28-13-10-3. Notice of Meetings - Sec. 3. (a) Unless the articles of incorporation or bylaws...
28-13-10-4. Waiver of Required Notice; Attendance or Participation in Meeting - Sec. 4. (a) A director may waive any notice required...
28-13-10-5. Quorum of Board; Effect of Majority Vote; Presumption of Assent to Action Taken; Right of Dissent or Abstention - Sec. 5. (a) Unless the articles of incorporation or bylaws...
28-13-10-6. Committees; Approval of Creation and Appointment; Applicability of Chapter; Powers and Duties; Compliance With Standards of Conduct for Directors - Sec. 6. (a) Unless the articles of incorporation or bylaws...
28-13-10-7. Attendance Record; Report; Contents; Incorporation in Minutes of Annual Meeting - Sec. 7. (a) In addition to such other duties as...
28-13-10-8. Examination of Corporation Statement; Departmental Accounting and Auditing Standards; Examination of Corporation's Holding Company - Sec. 8. The board of directors shall cause the corporation...
28-13-10-9. Legal Holidays; Resolution Concerning Days Other Than Legal Holidays; Banking Hours; Emergencies Affecting Office Hours - Sec. 9. (a) As used in this section, "emergency" means:...
28-13-10-10. Commission of Crime - Sec. 10. (a) In the event of a commission of...
28-13-10-11. Records Retention - Sec. 11. (a) A corporation shall retain its business records...
Chapter 11. Standards of Conduct for Directors
28-13-11-1. Discharge of Duties; Good Faith; Ordinary Prudence; Best Interests of Corporation - Sec. 1. A director shall, based on facts then known...
28-13-11-2. Right to Rely on Data and Other Information; Financial Statements and Data - Sec. 2. In discharging the director's duties, a director is...
28-13-11-3. Bad Faith; Knowledge Making Reliance on Information Unwarranted - Sec. 3. A director is not acting in good faith...
28-13-11-4. Best Interests of Corporation; Factors Considered - Sec. 4. A director may, in considering the best interests...
28-13-11-5. Exemption From Personal Liability; Inapplicability in Departmental Proceedings - Sec. 5. (a) A director is not liable for any...
28-13-11-6. Legislative Intent; Business Judgment and Discretion of Directors; Corporate Takeovers - Sec. 6. (a) In enacting this article, the general assembly...
28-13-11-7. Additional Considerations Affecting Board Actions or Recommendations; Approval of Majority of Disinterested Directors; Conclusive Presumption of Validity - Sec. 7. (a) In taking or declining to take any...
28-13-11-8. Disinterested Persons; Director or Shareholder of Corporation - Sec. 8. (a) For the purposes of section 7 of...
28-13-11-9. Conflict of Interest Transactions; Direct or Indirect Interest of Director; Nonvoidability by Corporation; Voting for Authorization, Approval, or Ratification - Sec. 9. (a) A conflict of interest transaction is a...
28-13-11-10. Unlawful Distribution; Liability of Director; Right to Contribution - Sec. 10. (a) Subject to section 5 of this chapter,...
Chapter 12. Officers Generally
28-13-12-1. Officers; Designation; Terms; Highest Acting Officer; Dual Officeholding - Sec. 1. (a) The officers of a corporation must consist...
28-13-12-2. Powers and Duties - Sec. 2. Each officer has the authority and shall perform...
28-13-12-3. Resignation of Officer; Notice; Effective Date; Removal of Officer; Replacement of Chief Executive Officer - Sec. 3. (a) An officer may resign at any time...
28-13-12-4. Contract Rights; Effect of Election, Appointment, or Removal - Sec. 4. (a) The election or appointment of an officer...
28-13-12-5. Adequate Fiduciary Coverage Required - Sec. 5. (a) Every corporation shall make provision for adequate...
Chapter 13. Indemnification of Directors
28-13-13-1. "Corporation" Defined - Sec. 1. As used in this chapter, "corporation" includes a...
28-13-13-2. "Director" Defined; Scope of Term - Sec. 2. As used in this chapter, "director" means an...
28-13-13-3. "Expenses" Defined - Sec. 3. As used in this chapter, "expenses" include attorney's...
28-13-13-4. "Liability" Defined - Sec. 4. As used in this chapter, "liability" means the...
28-13-13-5. "Official Capacity" Defined; Scope of Term - Sec. 5. (a) As used in this chapter, "official capacity"...
28-13-13-6. "Party" Defined - Sec. 6. As used in this chapter, "party" includes an...
28-13-13-7. "Proceeding" Defined - Sec. 7. As used in this chapter, "proceeding" means any...
28-13-13-8. Conditional Indemnification of Director Against Liability - Sec. 8. (a) A corporation may indemnify an individual made...
28-13-13-9. Mandatory Indemnification of Director for Expenses of Successful Defense of Proceeding - Sec. 9. Unless limited by its articles of incorporation, a...
28-13-13-10. Advancement of Expenses Before Final Disposition of Proceeding; Conditions; Procedure - Sec. 10. (a) A corporation may pay for or reimburse...
28-13-13-11. Court Ordered Indemnification; Determination - Sec. 11. Unless a corporation's articles of incorporation provide otherwise,...
28-13-13-12. Standards for Conditional Determinations and Authorizations; Procedure - Sec. 12. (a) A corporation may not indemnify a director...
28-13-13-13. Indemnification of Corporate Officers and Employees Other Than Directors - Sec. 13. The following apply unless a corporation's articles of...
28-13-13-14. Liability Insurance Purchased and Maintained by Corporation - Sec. 14. A corporation may purchase and maintain insurance on...
28-13-13-15. Limitation of Remedies; Effect of Chapter - Sec. 15. (a) The indemnification and advance for expenses provided...
Chapter 14. Amendment of Articles of Incorporation
28-13-14-1. Authority to Amend; Restriction on Shareholder Vested Rights - Sec. 1. (a) A corporation may amend the corporation's articles...
28-13-14-2. Adoption Without Shareholder Approval - Sec. 2. Unless the articles of incorporation provide otherwise, a...
28-13-14-3. Proposal Authorized - Sec. 3. A corporation's board of directors may propose at...
28-13-14-4. Submission of Proposal to Shareholders; Recommendation; Approval Vote - Sec. 4. For an amendment to be adopted the following...
28-13-14-5. Conditions of Submission to Shareholders - Sec. 5. The board of directors may condition the board's...
28-13-14-6. Notice of Meeting - Sec. 6. The corporation shall notify each shareholder, whether or...
28-13-14-7. Vote Required - Sec. 7. Unless this article, the articles of incorporation, or...
28-13-14-8. Voting by Class or a Series of Shares - Sec. 8. (a) The holders of the outstanding shares of...
28-13-14-8.5. Purchase Price of Stock - Sec. 8.5. (a) The following guidelines and procedures apply when...
28-13-14-9. Adoption Before Issuance of Shares - Sec. 9. If a corporation has not yet issued shares:...
28-13-14-10. Articles of Amendment; Contents - Sec. 10. A corporation amending its articles of incorporation shall...
28-13-14-11. Articles of Amendment; Form - Sec. 11. The form of the articles of amendment shall...
28-13-14-12. Articles of Amendment; Preparation and Signature; Presentation for Approval or Disapproval and Filing - Sec. 12. (a) The articles of amendment shall be prepared...
28-13-14-13. Change of Corporate Name; Record of Articles of Amendment - Sec. 13. If a corporation amends its articles of incorporation...
28-13-14-14. Restatement of Articles; Inclusion of Amendment; Shareholder Notification; Articles of Restatement; Changes Not Constituting Amendment - Sec. 14. (a) A corporation's board of directors or, if...
28-13-14-15. Articles of Restatement; Form - Sec. 15. (a) The form of articles of restatement shall...
28-13-14-16. Adopted Restated Articles; Superseding Original Articles and Amendments - Sec. 16. Adopted restated articles of incorporation supersede the original...
28-13-14-17. Restated Articles of Incorporation; Certification - Sec. 17. The department and the secretary of state may...
28-13-14-18. Effect of Amendment on Existing Rights, Causes of Action, and Proceedings - Sec. 18. (a) An amendment to articles of incorporation does...
Chapter 15. Amendment of Bylaws
28-13-15-1. Authority to Amend or Repeal - Sec. 1. Unless the articles of incorporation provide otherwise, only...
28-13-15-2. Greater Quorum or Voting Requirements; Shareholders Meeting; Directors Prohibited From Action - Sec. 2. (a) If expressly authorized by the articles of...
28-13-15-3. Greater Quorum or Voting Requirements; Directors Meeting; Voting Requisites - Sec. 3. (a) A bylaw that fixes a greater than...
Chapter 16. Financial Institution Subsidiaries
28-13-16-1. "Qualifying Subsidiary" Defined - Sec. 1. As used in this chapter, "qualifying subsidiary" means...
28-13-16-2. "Nonqualifying Subsidiary" Defined - Sec. 2. As used in this chapter, "nonqualifying subsidiary" means...
28-13-16-3. "Financial Institution" Defined - Sec. 3. As used in this chapter, "financial institution" means:...
28-13-16-4. Acquisition or Establishment; Powers of Subsidiary - Sec. 4. (a) A financial institution or any of its...
28-13-16-5. Acquiring or Establishing a Nonqualifying Subsidiary; Application - Sec. 5. A financial institution or any of its subsidiaries...
28-13-16-6. Review of Notice or Application; Change in Scope or Nature of Business Activity of Qualifying or Nonqualifying Subsidiary - Sec. 6. (a) The department shall review a financial institution's...
28-13-16-7. Subsidiaries Subject to Examination - Sec. 7. (a) Each qualifying subsidiary and nonqualifying subsidiary is...
28-13-16-8. Rules - Sec. 8. The department may adopt rules under IC 4-22-2...
Chapter 17. Financial Subsidiary Activities of Financial Institutions
28-13-17-1. "Financial Institution" Defined - Sec. 1. As used in this chapter "financial institution" has...
28-13-17-2. "Financial Subsidiary" Defined - Sec. 2. As used in this chapter, "financial subsidiary" means...
28-13-17-3. "Financial Subsidiary Activity" Defined - Sec. 3. As used in this chapter, "financial subsidiary activity"...
28-13-17-4. "Control" Defined - Sec. 4. As used in this chapter, "control" has the...
28-13-17-5. "Hold an Interest" Defined - Sec. 5. As used in this chapter, "hold an interest"...
28-13-17-6. "Equity Capital" Defined - Sec. 6. As used in this chapter, "equity capital" includes,...
28-13-17-7. Interest in Financial Subsidiaries Engaged in Financial Subsidiary Activities - Sec. 7. (a) Notwithstanding any other law, but subject to...
28-13-17-8. Financial Subsidiary Activities Engaged in as Principal or New Financial Subsidiary Activities - Sec. 8. (a) A financial institution may not establish, control,...