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Indiana Corporate Bylaws

Indiana corporate bylaws are the rules that define your corporation’s operations and organizational structure. Your bylaws establish many important policies, including rules for appointing directors and officers, holding shareholders’ and board meetings, amending the bylaws themselves, and handling conflicts of interest.

Bylaws are some of the most important internal documents you have, which is why Northwest offers a free, attorney-drafted template you can use to help you create the best corporate bylaws for your business. Use one of our templates to fill out, save, and download your corporate bylaws for free.

What Is Included in Indiana Corporate Bylaws?

According to IC § 23-1-21-6, bylaws may contain any provision “not inconsistent with law or the articles of incorporation.” So technically, you can add anything to your bylaws that doesn’t contradict the law or your formation documents. But you’ll want to make sure your bylaws are strong and cover a range of topics, including:

  • Stock
  • Directors and officers
  • Finances
  • Records
  • Amendments and emergencies

What Information Do I Need to Use Northwest’s Free Indiana Corporate Bylaws?

Want to focus on your business and leave the heavy lifting to us? Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.

In order to fill out our free corporate bylaws template, you’ll need your:

This must be your business’ legal entity name, or the name you put on your Indiana Articles of Incorporation.

List when (date and time) you will hold annual meetings for shareholders.

Once your board of directors have approved the bylaws for the corporation, fill in the date.

The director signs the bylaws to approve them on behalf of the board of directors.

Expect to also maintain up-to-date lists of all shareholders and directors.

Why Do Corporate Bylaws Matter in Indiana?

Even though corporate bylaws are not filed with the Indiana Business Services Division (like your Indiana Articles of Incorporation), that doesn’t make them any less important than public documents. Here’s why:

1. Corporate bylaws are required in Indiana.

According to IC § 23-1-21-6, bylaws “shall” be adopted following incorporation, which makes bylaws necessary—if you want to stay legally compliant, you won’t be able to form a corporation in Indiana without them.

2. Corporate bylaws establish the rules and roles within your corporation.

Bylaws determine some of the most crucial aspects of your business structure, including the powers of directors and officers, the process of distributing stock, and even the procedures for internal record-keeping. Without bylaws to create these agreed-upon terms for your business, it would be easy for day-to-day routines to slip into, well, chaos.

3. Corporate bylaws prove that your business is a legitimate corporation.

In addition to regulating your business internally, corporate bylaws are important for interactions outside the realm of your corporation. For example: bankers, landlords and potential investors will all ask to see your bylaws before doing business with you. Your bylaws signal to others that your corporation is a legitimate business entity.

Who Prepares the Bylaws?

Initial bylaws are adopted by incorporators or directors (if directors are selected at the time of incorporation).If your corporation has fewer than 50 shareholders and elects to do away with the board,  shareholders (sometimes called “subscribers” in Indiana) may adopt bylaws.

While incorporators, directors or shareholders are responsible for adopting initial bylaws, it’s a good idea to consult with a legal expert before setting those bylaws down in stone. You may also use our free, attorney-drafted, Indiana-specific bylaws template to get you started.

Are Corporate Bylaws Legally Binding?

Yes. Corporate bylaws are legal documents, so they hold up in a court of law. This means you can use your bylaws to defend your business practices against potential lawsuits. It also means you may face legal action if you contradict your bylaws.

FAQs

No. The operating agreement is a legal document that outlines the rules for how the owners of an LLC interact. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.

No. Your corporate bylaws are internal documents, which means you’ll keep them filed away with your own business records.

No. Including signatures with your bylaws is standard practice. However, Indiana’s statutes don’t explicitly require signatures on bylaws.

Bylaws may be amended by shareholders or directors, but the specific policies for amending bylaws are stipulated in your articles or in the amendments themselves. (See IC § 23-1-39.) For example, your articles may reserve the power to vote on amending bylaws strictly for shareholders. Or, your bylaws may change the terms of the voting requirements outlined in the state statutes.

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