Indiana § 23-1-38-2 Amendments by board of directors without shareholder action

Indiana Statutes

§ 23-1-38-2 — Amendments by board of directors without shareholder action

Indiana § 23-1-38-2

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 1INDIANA BUSINESS CORPORATION LAW

Ch. 38Amendment of Articles of Incorporation

This text of Indiana § 23-1-38-2 (Amendments by board of directors without shareholder action) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-1-38-2 (2026).

Text

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder action to:

(1)extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2)delete the names and addresses of the initial directors;

(3)delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;

(4)change each issued and unissued authorized share of an outstanding class into a greater number of whole shares or a lesser number of whole shares and fractional shares if the corporation has only shares of that class outstanding;

(5)change the corporate name

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Unless the articles of incorporation provide
otherwise, a corporation's board of directors may adopt one (1) or more
amendments to the corporation's articles of incorporation without
shareholder action to:
(1) extend the duration of the corporation if it was incorporated at
a time when limited duration was required by law;
(2) delete the names and addresses of the initial directors;
(3) delete the name and address of the initial registered agent or
registered office, if a statement of change is on file with the
secretary of state;
(4) change each issued and unissued authorized share of an
outstanding class into a greater number of whole shares or a lesser
number of whole shares and fractional shares if the corporation
has only shares of that class outstanding;
(5) change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or
abbreviation in the name, or by adding, deleting, or changing a
geographical attribution for the name;
(6) reduce the number of authorized shares solely as the result of
a cancellation of treasury shares; or
(7) make any other change expressly permitted by this article to
be made without shareholder action.