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 IndianaBusiness 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 orpart of this article at any time, and all domestic and foreigncorporations subject to this article are governed by the amendmentor 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to all domesticcorporations in existence on July 31, 1987, that were incorporatedunder IC 23-1-1 through IC 23-1-12 (repealed August 1, 1987) or anyother prior law. It also applies to all corporations incorporated underIC 23-1-21.
(b) Before August 1, 1987, the provisions of IC 23-1-18 throughIC 23-1-54 do not apply to any domestic corporation, except inaccordance with the following:
(1) The corporation's board of directors must adopt a resolutionelecting to have IC 23-1-18 through IC 23-1-54 (except forIC 23-1-18-3, IC 23-1-21, and IC 23-1-53-3) apply to thecorporation.
(2) The resolution must specify a date (after March 31, 1986,and before August 1, 1987) on and after which those provisionswill apply to the corporation.
(3) The resolution must be filed in the office of the secretary ofstate before the date specified under subdivision (2).
(c) The provisions of IC 23-1-18 through IC 23-1-54 (except forIC 23-1-18-3, IC 23-1-21, and IC 23-1-53-3) apply to each domesticcorporation that complies with all the conditions prescribed bysubsection (b). In addition, such a corporation shall continue tocomply with the requirements of IC 23-1-8 and IC 23-3-2 untilAugust 1, 1987, but it is not subject to the provisions of IC 23-1-1through IC 23-1-7, IC 23-1-9 through IC 23-1-12, IC 23-3-1, andIC 23-3-9.
(d) The provisions of IC 6-8.1-10-9 and IC 22-4-32-23 apply tothe officers and directors of each domestic corporation that complieswith all the conditions prescribed by subsection (b). In addition, sucha corporation is not subject to the provisions of IC 6-8.1-10-8 andIC 22-4-32-22 (repealed August 1, 1987).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of incorporation of thecorporation to the former Indiana General Corporation Act (IC23-1-1 through IC 23-1-12) (repealed August 1, 1987) shall beconsidered to refer to the Indiana Business Corporation Law (IC23-1-17 through IC 23-1-54), unless otherwise determined byresolution of the board of directors. Whenever the board of directorsadopts such a resolution, it shall be filed in the office of the secretaryof 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 corporationincorporated before July 1, 1990, if:
(1) the corporation's board of directors adopts a resolutionelecting to have this article apply to the corporation;
(2) the resolution specifies the date this article will apply to thecorporation; and
(3) the resolution is filed in the office of the secretary of statebefore the date specified under subdivision (2).
(b) The following do not apply to a railroad corporationincorporated 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 undersubsection (a), a reference to a statute listed under subsection (b) thatis contained in the articles of association of a railroad corporationincorporated under this article shall be treated as a reference to theIndiana Business Corporation Law (IC 23-1).
(d) A reference in a statute, other than a statute listed undersubsection (b), to a railroad incorporated under a statute listed undersubsection (b) shall be considered to include a railroad corporationto 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 foreigncorporations that want to transact business in Indiana. A foreigncorporation authorized to transact business in Indiana on July 31,1987, is subject to this article but is not required to obtain a newcertificate 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 generalcorporation law study commission (P.L.237-1986) and the businesslaw survey commission (IC 23-1-54-3). After their publication, thecomments may be consulted by the courts to determine theunderlying reasons, purposes, and policies of this article and may beused 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 ofincorporation or bylaws, IC 26-2-8 applies to this article.
As added by P.L.133-2009, SEC.1.