Indiana Code
Ind. Code § 23-17-4-4 (2026)
Challenges based on corporate power to act
✓ current as of May 2026
Sec. 4. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in a proceeding against the corporation for a declaratory judgment or to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the attorney general or a director.
As added by P.L.179-1991, SEC.1.
IC 23-17-5Chapter 5. Repealed
Repealed by P.L.118-2017, SEC.88.
IC 23-17-6Chapter 6. Repealed
Repealed by P.L.118-2017, SEC.89.
IC 23-17-7Chapter 7. Members; Admission; Types of Memberships; Rights
and Duties
23-17-7-1Criteria or procedures for admission; consent
23-17-7-2Consideration for admission
23-17-7-3Corporations without members
23-17-7-4Rights and duties; membership classes
23-17-7-5Transfer rights; restrictions
23-17-7-6Liability for acts or debts of corporation
23-17-7-7Liability for obligations; transferee's liability
23-17-7-8Creditor's proceedings; liability of members;
prerequisites; intervention and joinder
23-17-7-9Advancements or loans to corporation; return or
repayment
Notes of Decisions
Cited in 5
cases (1 in the last 5 years), 2002–2023 · leading case: Richard Doermer v. Kathryn Callen, 847 F.3d 522 (7th Cir. 2017).
Richard Doermer v. Kathryn Callen, 847 F.3d 522 (7th Cir. 2017). “Second, Indiana Code § 23-17-4-4(b) provides that a “corporation’s power to act may be challenged in a proceeding against the corporation for a declaratory judgment or to enjoin an act where a third party has not acquired rights.”
City of East Chicago v. East Chicago Second Century, Inc., 878 N.E.2d 358 (Ind. Ct. App. 2007). “Ind.Code § 23-17-4-4(b) provides: "A [nonprofit] corporation's power to act may be challenged in a proceeding against the corporation for a declaratory judgment or to enjoin an act where a third party has not acquired rights.”
Butcher v. Girl Scouts of Tribal Trails Council, Inc., 779 N.E.2d 946 (Ind. Ct. App. 2002). “" Ind.Code § 23-17-4-4(b). None of the original plaintiffs are directors, but the .”
Conroad Assocs.. L.P. v. Castleton Corner Owners Ass'n, Inc. (S.D. Ind. 2023). “" Indiana Code § 23-17-4-4 provides that "(a) [e]xcept as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.”
Martindale Brightwood CDC Ex Rel. DeWalt v. Gore, 878 N.E.2d 1280 (Ind. Ct. App. 2008). “Indiana Code section 23-17-4-4(b) provides: “A corporation’s power to act may be challenged in a proceeding against the corporation for a declaratory judgment or to enjoin an act where a third party has not acquired rights.”
Ind. Code § 23-17-4-4(b): 4 cases
Richard Doermer v. Kathryn Callen, 847 F.3d 522 (7th Cir. 2017). “Second, Indiana Code § 23-17-4-4(b) provides that a “corporation’s power to act may be challenged in a proceeding against the corporation for a declaratory judgment or to enjoin an act where a third party has not acquired rights.”
City of East Chicago v. East Chicago Second Century, Inc., 878 N.E.2d 358 (Ind. Ct. App. 2007). “Ind.Code § 23-17-4-4(b) provides: "A [nonprofit] corporation's power to act may be challenged in a proceeding against the corporation for a declaratory judgment or to enjoin an act where a third party has not acquired rights.”
Butcher v. Girl Scouts of Tribal Trails Council, Inc., 779 N.E.2d 946 (Ind. Ct. App. 2002). “" Ind.Code § 23-17-4-4(b). None of the original plaintiffs are directors, but the .”
Martindale Brightwood CDC Ex Rel. DeWalt v. Gore, 878 N.E.2d 1280 (Ind. Ct. App. 2008). “Indiana Code section 23-17-4-4(b) provides: “A corporation’s power to act may be challenged in a proceeding against the corporation for a declaratory judgment or to enjoin an act where a third party has not acquired rights.”
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treatment. Dots show Syfertize treatment of the citing case itself.