Annual meeting requirements in Indiana (IBCL)
Indiana corporations must hold an annual shareholders' meeting under IC 23-1-29-1 at a time fixed by the bylaws. The meeting can be replaced by majority written consent under IC 23-1-29-4.
| IC 23-1-29-1 | Annual meeting required |
|---|---|
| IC 23-1-29-4 | Action without meeting |
| IC 23-1-29-5 | Notice of meeting |
| IC 23-1-30-1 | Voting |
| Deadline | Each year as fixed by bylaws |
| Written consent | Majority sufficient for most actions |
- Annual meeting under IC 23-1-29-1 at time fixed by bylaws
- Indiana follows the MBCA framework
- Written consent under IC 23-1-29-4 permits majority for most actions
- Notice 10-60 days before the meeting
- Court-ordered meeting available under IC 23-1-29-3
IC 23-1-29-1 requirements
Section 23-1-29-1 of the Indiana Code requires every Indiana corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. Indiana adopted the MBCA, so the framework follows MBCA Chapter 7 closely.
Written consent under IC 23-1-29-4
Indiana's consent regime follows the MBCA majority-consent approach. Shareholders may take action by written consent signed by holders of the minimum votes required at a meeting. For most ordinary actions including director elections, majority consent is sufficient.
Court-ordered meeting under IC 23-1-29-3
If an Indiana corporation fails to hold an annual meeting within 6 months after the date fixed in the bylaws or 15 months after the previous meeting, any shareholder may apply to the Indiana court for an order.
What's distinctive about Indiana
Indiana is largely MBCA-aligned for annual-meeting purposes. The state's biennial corporate filing cycle (every 2 years) is its more distinctive feature for ongoing compliance, but the annual-meeting requirements themselves are annual (not biennial) and follow standard MBCA Chapter 7. For closely-held Indiana corporations, the combination of majority-consent flexibility and the biennial-filing public-record cadence makes Indiana one of the lighter-touch US jurisdictions.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents.