Indiana State Statute Code

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IC 23-1-21-1

Incorporators

Sec. 1. One (1) or more persons may act as the incorporator or incorporators of a corporation by signing and causing to be delivered articles of incorporation to the secretary of state for filing.

IC 23-1-21-6

Bylaws Sec. 6.

1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

IC 23-1-25-1

Authorization of shares in articles of incorporation

Sec. 1.

1. The articles of incorporation must prescribe the number of shares that the corporation is authorized to issue. If more than one (1) class of shares is authorized by the articles of incorporation, the articles of incorporation must prescribe the number of shares in each class and a distinguishing designation for each class. Before the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 2 of this chapter.
2. The articles of incorporation must authorize:
   1. one (1) or more classes of shares that together have unlimited voting rights; and
   2. one (1) or more classes of shares (that may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
3. The articles of incorporation may authorize one (1) or more classes of shares that have one (1) or more of the following characteristics:
   1. Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this article.
   2. Are redeemable or convertible as specified in the articles of incorporation:
      1. at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
      2. for cash, indebtedness, securities, or other property; and
      3. in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.
   3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.
   4. Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
4. The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.

IC 23-1-26-3

Shareholder liability Sec. 3.

1. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 2 of this chapter) or specified in the subscription agreement (section 1 of this chapter).
2. Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct.

IC 23-1-33-1

Necessity of board of directors; powers Sec. 1.

1. Except as provided in subsection (c), each corporation must have a board of directors.
2. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
3. A corporation having fifty (50) or fewer shareholders may dispense with the board of directors or limit the authority of the board by describing in its articles of incorporation who will perform some or all of the duties of the board of directors. If a corporation elects to dispense with or limit the authority of the board of directors, any reference to the board of directors by this article also includes those persons described in the articles of incorporation who will perform the duties of the board of directors.

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LLC

Sec. 1.

Organization; purpose; regulation

1. A limited liability company may be organized under this article and may conduct business in any state for any lawful purpose unless a more limited purpose is set forth in its articles of organization.
2. A limited liability company must comply with any statute that regulates the limited liability company's business.

IC 23-18-3-3

Personal liability of members, managers, agents, or employees Sec. 3.

1. A member, a manager, an agent, or an employee of a limited liability company is not personally liable for the debts, obligations, or liabilities of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company. A member, a manager, an agent, or an employee of a limited liability company may be personally liable for the person's own acts or omissions.
2. This article and Indiana law exclusively govern any conflict between Indiana law and the laws of another state with regard to the liability of a member, a manager, an agent, or an employee of a limited liability company organized and existing under this article for the debts, obligations, or liabilities of the limited liability company, or for the acts or omissions of other members, managers, agents, or employees of the limited liability company.

IC 23-18-4-1

Authority of members or managers Sec. 1.

1. Unless the articles of organization provide for a manager or managers, management of the business or affairs of the limited liability company is vested in the members. Subject to any provisions in the operating agreement or this article restricting or enlarging the management rights and duties of any person or group or class of persons, the members have the right and authority to manage the affairs and make all decisions of the limited liability company.
2. If the articles of organization provide for a manager or managers, except to the extent that the operating agreement reserves the authority to any members or class or group of members, the manager or managers have the authority to manage the business or affairs of the limited liability company. Unless otherwise provided in a written operating agreement, a manager or managers:
   1. must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority in interest of the members;
   2. do not need to be members of the limited liability company or natural persons; and
   3. unless they have been earlier removed or have earlier resigned, shall act as managers until their successors have been elected and qualified.

IC 23-18-4-5

Operating agreements; objectives Sec. 5.

Members may enter into an operating agreement to regulate or establish any aspect of the affairs of the limited liability company or the relations of the members and managers, if any, including provisions establishing the following:

1. The manner in which the business and affairs of the limited liability company shall be managed, controlled, and operated, which may include the granting of exclusive authority to manage, control, and operate the limited liability company to managers who are not members.
2. The manner in which the members will share in distributions of the assets and the profits or losses of the limited liability company.
3. The rights of members to assign all or a portion of their interests in the limited liability company.
4. Classes or groups of at least one (1) member having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of members having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of members.
5. Classes or groups of at least one (1) manager having certain relative rights, powers, and duties, including voting rights, and may provide for the future creation, in the manner provided in the operating agreement, of additional classes or groups of managers having certain relative rights, powers, or duties, including voting rights, expressed either in the operating agreement or at the time the classes or groups are created, including rights, powers, or duties senior to those of at least one (1) existing class or group of managers.
6. The circumstances in which an assignee of a member's interest may be admitted as a member of the limited liability company.
7. The procedure for the following:
   1. The right to have a member's interest in the limited liability company evidenced by a certificate issued by the limited liability company.
   2. Assignment, pledge, or transfer of an interest represented by the certificate.
   3. Any other provisions dealing with the certificate.
8. The method by which the operating agreement may be amended.