In Indiana, a corporation can be formed by one or more natural persons by filing articles of incorporation. Upon incorporation, a corporation gains existence as a separate legal entity distinct from that of its members. A corporation can be formed to serve a lawful purpose. Once the articles of incorporation is filed, a corporation receives all the powers of a natural person for carrying out its business activities. Such corporation will have perpetual succession and can sue or be sued in its corporate name. A corporation incorporated in Indiana can buy, sell or otherwise acquire an interest in a real or personal property. It shall be authorized to have offices and exercise the powers in a state, territory or district in possession of the United States, or in a foreign country. A corporation formed in accordance to the Indiana law can appoint officers and agents of the corporation for various duties and fix their compensation.
The articles of incorporation shall be filed with the Secretary of State. This article of incorporation shall contain the corporate name, a statement of the character of business carried out by the corporation, names and addresses of the initial directors, the number of shares authorized to issue, the names and addresses of the directors and name and addresses of incorporators. The corporate existence begins with the filing of articles of incorporation.
The name of a corporation incorporated in Indiana has to contain the word “corporation”, “incorporated”, “company”, or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, or words or abbreviations of like import in another language. The name of a corporation should not be deceptively similar to the name of another corporation incorporated in the same state. It should not be deceptively identical to the fictitious name adopted by a foreign corporation having business transactions in the state.
Soon after incorporation, an organizational meeting shall be conducted by the initial directors, if initial directors are named in the articles of incorporation. The purpose of the meeting is to adopt the corporation’s bylaws and appointment of staff. The venue for an organizational meeting may be in or out of Indiana.
A corporation shall maintain a registered office, and a registered agent in the state of Indiana. The registered agent has to be an individual residing in Indiana and whose business office is identical with the corporation’s registered office. The agent can be a domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office, or a foreign corporation or not-for-profit foreign corporation authorized to carry out business in Indiana having identical business office.
Bylaws are necessary for smooth governance of the corporation. Bylaws lay down internal rules and procedures for the corporation. The existence and responsibilities of corporate offices, the size of the board of directors, the manner and term of their election, how and when board and shareholder meetings are to be held, calling of meetings, and how the board of directors will function are all prescribed by the bylaws. Bylaws can be amended or repealed by the board of directors if the articles of incorporation allows so. If the right to repeal or amend the bylaws is reserved to the shareholders by the articles of incorporation, the board of directors cannot take a decision exclusively.
Emergency bylaws can be formulated by the board of directors regarding procedures for calling a meeting of the board of directors, quorum requirements for the meeting, and designation of additional or substitute directors.
A corporation’s authorized amount of shares for issuance and its classes has to be prescribed by the articles of incorporation. The preferences, limitations, and relative rights of a class of shares have to be described in the articles of incorporation.
A meeting of the shareholders has to be held annually at a time stated in or fixed in accordance with the bylaws. The meeting may be held in or out of the state as prescribed by the bylaws. If the bylaws do not suggest any specific place, the meeting can be conducted at the corporation’s principal office.
The board of directors shall exercise all corporate powers under the authority of the corporation. All the affairs of the corporation shall be managed by the board of directors. The articles of incorporation can set forth the limitations for the powers of directors.