Sec. 8. (a) Any corporation organized before January 1, 1985, under IC 23-1 (the Indiana General Corporation Act) may elect to accept this chapter, and avail itself of the rights, privileges, immunities, and franchises provided by this chapter, by filing in the office of the secretary of state the election described in subsection (b), together with amended articles of incorporation allowing it to operate under this chapter.

lawyer at desk

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Indiana Code 23-6-4-8

  • Affirmed: In the practice of the appellate courts, the decree or order is declared valid and will stand as rendered in the lower court.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Verified: when applied to pleadings, means supported by oath or affirmation in writing. See Indiana Code 1-1-4-5
     (b) The board of directors of a corporation desiring to accept this chapter shall, by a resolution adopted by a majority vote of the board, approve a written election setting forth:

(1) the name of the corporation;

(2) the location of its principal office;

(3) the name and post office address of its resident agent;

(4) the date of its incorporation; and

(5) a declaration that it accepts all of the terms and provisions of this chapter.

     (c) The resolution of the board of directors electing to accept this chapter and the corporation’s amended articles of incorporation shall be submitted to a vote of the shareholders of the corporation entitled to vote on those proposals at a designated meeting called for that purpose. The affirmative votes of the holders of at least two-thirds (2/3) of the outstanding voting shares of the corporation are required for adoption of the election and the amended articles of incorporation. If the election and the amended articles of incorporation are adopted, they shall be signed in duplicate by a current officer of the corporation, verified and affirmed subject to penalties for perjury, and presented in duplicate to the secretary of state at the secretary of state’s office.

     (d) Upon the presentation of an election and amended articles of incorporation adopted under this section, the secretary of state shall endorse an approval upon both of the duplicate copies of each document, if the secretary determines that they conform to law. If all fees have been paid as required by law, the secretary shall also:

(1) file one (1) copy of each document in the secretary’s office;

(2) issue a certificate of election to the corporation; and

(3) return the remaining copies bearing the endorsement of the secretary’s approval to the corporation.

     (e) Upon the issuance of a certificate of election to a corporation by the secretary of state under subsection (d):

(1) the election becomes effective;

(2) the corporation is entitled to all of the rights, privileges, immunities, powers, and franchises, and is subject to all of the penalties, liabilities, and restrictions granted to or imposed upon credit corporations organized by this chapter; and

(3) the amendments to the corporation’s articles of incorporation become effective.

As added by P.L.236-1985, SEC.1.

  Previous section
Next section  
 Chapter 4 Contents