Indiana § 28-13-14-14 Restatement of articles; inclusion of amendment; shareholder
notification; articles of restatement; changes not constituting
amendment

Indiana Statutes

§ 28-13-14-14 — Restatement of articles; inclusion of amendment; shareholder notification; articles of restatement; changes not constituting amendment

Indiana § 28-13-14-14

Art. 13CORPORATE GOVERNANCE

Ch. 14Amendment of Articles of Incorporation

This text of Indiana § 28-13-14-14 (Restatement of articles; inclusion of amendment; shareholder notification; articles of restatement; changes not constituting amendment) 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 § 28-13-14-14 (2026).

Text

(a)A corporation's board of directors or, if the board of directors has not been selected, the incorporators may restate the corporation's articles of incorporation at any time with or without shareholder action.

(b)The restatement may include at least one (1) amendment to the articles. If the restatement includes an amendment requiring shareholder approval, the amendment must be adopted as provided in sections 3 through 7 of this chapter.

(c)If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 28-13-5-8. The notice must also do the following:

(1)State that the purpose or one (1) of the purposes of the meeting is to consider the

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(a) A corporation's board of directors or, if
the board of directors has not been selected, the incorporators may
restate the corporation's articles of incorporation at any time with or
without shareholder action.
(b) The restatement may include at least one (1) amendment to the
articles. If the restatement includes an amendment requiring
shareholder approval, the amendment must be adopted as provided in
sections 3 through 7 of this chapter.
(c) If the board of directors submits a restatement for shareholder
action, the corporation shall notify each shareholder, whether or not
entitled to vote, of the proposed shareholders' meeting in accordance
with IC 28-13-5-8. The notice must also do the following:
(1) State that the purpose or one (1) of the purposes of the
meeting is to consider the proposed restatement.
(2) Contain or be accompanied by a copy of the restatement that
identifies any amendment or other change the corporation would
make in the articles.
(d) A corporation restating the corporation's articles of incorporation
shall prepare articles of restatement setting forth the name of the
corporation and the text of the restated articles of incorporation
together with a certificate setting forth:
(1) whether the restatement contains an amendment to the articles
requiring shareholder approval and, if the restatement does not,
that the board of directors adopted the restatement; or
(2) if the restatement contains an amendment to the articles
requiring shareholder approval, the information required by
section 10 of this chapter.
Notwithstanding IC 28-12-2-1(4), the corporation is not required to
include in the articles of restatement the name and address of each
incorporator.
(e) The following do not constitute an amendment to a corporation's
articles of incorporation:
(1) A reordering or renumbering of the articles or sections of the
articles.
(2) The correction of grammatical or spelling errors.