Indiana § 28-13-12-1 - Officers; designation; terms; highest acting officer; dual officeholding
Full text of Indiana Indiana Code § 28-13-12-1 — Officers; designation; terms; highest acting officer; dual officeholding, with citation guidance and answers to common questions.
§ 28-13-12-1. Officers; designation; terms; highest acting officer; dual officeholding
Sec. 1. (a) The officers of a corporation must consist of the following:
(1) A president and, if the president is not the highest acting officer of the corporation, another officer designated by the directors, regardless of the title of that officer, whose duties are equivalent to those customarily performed by the highest acting officer.
(2) One (1) or more officers whose duties are equivalent to those customarily performed by a chief financial officer.
(3) An officer whose duties include preparing minutes of the directors' and shareholders' meetings, authenticating records of the corporation, and other duties customarily performed by a secretary.
(4) Any other officers prescribed by the articles of incorporation or the bylaws.
(b) Each of the officers shall be chosen by the board of directors at the time, in the manner, and for the terms as prescribed in the corporation's articles of incorporation or bylaws.
(c) If not already a director, the officer described in subsection (a)(1) who is the highest acting officer of the corporation shall become a director in accordance with the corporation's articles of incorporation or bylaws as soon as practicable after being chosen to serve in that office.
(d) If the articles of incorporation or the bylaws so provide, two (2) or more offices may be held by the same person, except that the duties of an officer described in subsection (a)(1) and an officer described in subsection (a)(2) may not be performed by the same person.
As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993, SEC.212; P.L.216-2013, SEC.66.
Source: official Indiana text · Last verified 2026-08-27
Frequently Asked Questions About Indiana § 28-13-12-1
What does Indiana Code § 28-13-12-1 cover?
Section 28-13-12-1 ("Officers; designation; terms; highest acting officer; dual officeholding") is part of the Indiana Code, the codified statutory law of Indiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Indiana § 28-13-12-1?
A common citation format is "Indiana Code § 28-13-12-1" (Indiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Indiana law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Indiana official source linked on this page or consult a licensed Indiana attorney.
How does Indiana § 28-13-12-1 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Indiana can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Indiana.