Indiana corporate bylaws are a set of rules that govern the internal operations of a corporation. The board of directors creates them after the initial articles of incorporation are filed. The bylaws outline the corporate leadership structure, business management regulations, and appointment procedures.
However, they cannot violate the law or contradict the articles of incorporation. The bylaws determine the number of board members, meeting schedules, compensation for officers and directors, and shareholder decision-making rights.
Legal Requirements
Corporate bylaws are required in Indiana (IC 23-1-21-6(a)).
- Annual Meetings – § 23-1-29-1
- Corporate Bylaws – § 23-1-21-6
- Issuance of Stock – Chapter 26. Issuance of shares
Naming Considerations
- Required Words: “Corporation,” “Company,” “Incorporated,” “Limited” or an abbreviation thereof.
- Prohibited Words: Language stating/implying the corporation is organized for an impermissible purpose.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable.
- Transferability: Yes.
Emergency Bylaws
A corporation’s board of directors may establish emergency bylaws that outline procedures for calling meetings, appointing substitute directors, and meeting quorum requirements during emergencies. (§ 23-1-21-7)
