Ind. Code » Title 23
Indiana Code

Ind. Code § 23-1-27-2 (2025)

Corporation acquiring its own shares

✓ 2025 Indiana Code: the 2026 session is not included
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     Sec. 2. (a) A corporation may acquire its own shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.

     (b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.

     (c) Articles of amendment for purposes of subsection (b) may be adopted by the board of directors without shareholder action, shall be delivered to the secretary of state for filing, and shall set forth:

(1) the name of the corporation;

(2) the reduction in the number of authorized shares, itemized by class and series; and

(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

     (d) A corporation has authority to use, hold, acquire, cancel, and dispose of treasury shares (as defined in prior law).

     (e) Unless the board of directors adopts an amendment to the corporation's articles of incorporation to reduce the number of authorized shares, treasury shares of the corporation that are cancelled shall be treated as authorized but unissued shares.

As added by P.L.149-1986, SEC.11. Amended by P.L.107-1987, SEC.6.

 

IC 23-1-28Chapter 28. Distributions to Shareholders

 

           23-1-28-1Distributions
           23-1-28-2Record date, declaration date, and payment date
           23-1-28-3Prohibited distributions
           23-1-28-4Basis for determination that distribution not prohibited
           23-1-28-5Measuring effect of distribution; date
           23-1-28-6Indebtedness to shareholder; priority

 

Notes of Decisions
Cited in 2 cases, 2019–2020 · leading case: Joseph Hipps v. Biglari Holdings, Inc., 136 N.E.3d 629 (Ind. Ct. App. 2019).
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Joseph Hipps v. Biglari Holdings, Inc., 136 N.E.3d 629 (Ind. Ct. App. 2019). · cites it 8× “[20] Shareholders argue the Lion Funds’ voting of these shares violated two IBCL statutes—Indiana Code Section 23-1-27-2(a) and Indiana Code Section 23-1-30- 2.”
Deibel v. Hoeg, No. 1:18-cv-03791 (S.D. Ind. Nov. 12, 2020). · cites it 2× “at 21 (citing Ind. Code § 23-1-27-2 (a)). Finally, Deibel urges, he "has been injured each time he should have been treated as the other stockholders were treated and was not.”
Ind. Code § 23-1-27-2(a): 1 case
Joseph Hipps v. Biglari Holdings, Inc., 136 N.E.3d 629 (Ind. Ct. App. 2019). “[20] Shareholders argue the Lion Funds’ voting of these shares violated two IBCL statutes—Indiana Code Section 23-1-27-2(a) and Indiana Code Section 23-1-30- 2.”
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