Indiana § 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

Indiana Statutes

§ 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

Indiana·Art. 13 CORPORATE GOVERNANCE·Ch. 3 Preemptive Rights─Reacquisition and Reissue of Shares

(a)A corporation may acquire its own shares pursuant to an adopted resolution that is submitted to and approved by the director prior to such acquisition of shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.

(b)If the board resolution or articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.

(c)Articles of amendment for purposes of subsections (b) and (f):

(1)may be adopted by the board of directors without shareholder action;

(2)shall be delivered to the director of the department for approval or disapproval;

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(a) A corporation may acquire its own shares
pursuant to an adopted resolution that is submitted to and approved by
the director prior to such acquisition of shares. Unless a resolution of
the board of directors or the corporation's articles of incorporation
provide otherwise, shares so acquired constitute authorized but
unissued shares.
(b) If the board resolution or articles of incorporation prohibit the
reissue of acquired shares, the number of authorized shares is reduced
by the number of shares acquired, effective upon amendment of the
articles of incorporation.
(c) Articles of amendment for purposes of subsections (b) and (f):
(1) may be adopted by the board of directors without shareholder
action;
(2) shall be delivered to the director of the department for
approval or disapproval; and
(3) if approved by the director of the department, shall be
delivered to the secretary of state for filing by the director of the
department.
(d) The articles filed with the secretary of state must state the
following:
(1) The name of the corporation.
(2) The reduction in the number of authorized shares, itemized by
class and series.
(3) The action resulting in the reduction and a copy of the board
resolution authorizing the action.
(4) The total number of authorized shares, itemized by class and
series, remaining after reduction of the shares.
(e) A corporation has authority to use, hold, acquire, cancel, and
dispose of treasury shares.
(f) Unless the board of directors adopts an amendment to the
corporation's articles of incorporation to reduce the number of
authorized shares, as provided in subsection (c), treasury shares of the
corporation that are canceled shall be treated as authorized but
unissued shares. Such shares may be canceled by the adoption of a
board resolution stating that the shares are to be canceled. The
resolution shall be submitted to and approved by the director.
(g) A reduction of the issued and outstanding shares of capital stock
of a corporation that renders the corporation insolvent is not lawful.

Indiana § 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) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.