CHAPTER 2. ADMINISTRATIVE PROVISIONS
IC 23-1.5-2
Chapter 2. Administrative Provisions
IC 23-1.5-2-1
Application of IC 23-1
Sec. 1. IC 23-1 applies to professional corporations formed underthis article. However, in the event of a conflict between this articleand IC 23-1, this article applies.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-2
Performance of administrative functions by bureaus
Sec. 2. All administrative functions, duties, and responsibilitiesassigned by this article to any licensing authority shall be performedby the appropriate bureau.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-3
Formation of professional corporations; authorization ofinvestments; admission of foreign professional corporations
Sec. 3. (a) Except as provided in subsections (c) and (d) andIC 25-2.1-5, a professional corporation may be formed to renderprofessional services as follows:
(1) One (1) or more accounting professionals may form aprofessional corporation to render services that may legally beperformed only by an accounting professional.
(2) One (1) or more architectural or engineering professionalsmay form a professional corporation to render services that maylegally be performed only by an architectural or engineeringprofessional.
(3) One (1) or more attorneys may form a professionalcorporation to render services that may legally be performedonly by an attorney.
(4) One (1) or more health care professionals may form aprofessional corporation to render services that may legally beperformed only by a health care professional.
(5) One (1) or more veterinarians may form a professionalcorporation to render services that may legally be performedonly by a veterinarian.
(6) One (1) or more real estate professionals may form aprofessional corporation to render services that may legally beperformed only by a real estate professional.
(b) A foreign professional corporation may be admitted to renderprofessional services in Indiana by complying with IC 23-1.5-5.
(c) A domestic professional corporation or a foreign professionalcorporation admitted to render professional services in Indiana:
(1) shall have at least one (1) shareholder who is licensed inIndiana; and
(2) may have at least one (1) shareholder who is licensed underthe laws of another state to render similar professional services. (d) In addition to the professional services permitted by its articlesof incorporation, a professional corporation may invest its funds inany type of investment not prohibited by law.
As added by P.L.239-1983, SEC.1. Amended by P.L.229-1995,SEC.5; P.L.34-1997, SEC.3; P.L.128-2001, SEC.1.
IC 23-1.5-2-4
Qualifications of directors and officers
Sec. 4. The directors of a professional corporation and all theofficers other than the secretary and the treasurer must be qualifiedpersons with respect to the corporation.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-5
Persons rendering professional services; licensing
Sec. 5. (a) A professional corporation may render professionalservices only through individuals permitted to render such servicesin Indiana. However, individuals who are not usually and ordinarilyconsidered by custom and practice to be rendering professionalservices (such as clerks, bookkeepers, and technicians) are notrequired to be licensed to perform their services.
(b) A licensed individual acting in his individual capacity mayrender professional services, even though the individual may be ashareholder, director, officer, employee, or agent of a professionalcorporation.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-6
Liability of corporation, shareholders, and persons renderingprofessional services
Sec. 6. (a) An individual who renders professional services as anemployee of a professional corporation is liable for any negligent orwrongful act or omission in which he personally participates to thesame extent as if he rendered such services as a sole practitioner.
(b) An individual who renders professional services as anemployee of a professional corporation is liable for the conduct ofother employees of the professional corporation under his directionor control to the same extent a sole practitioner would be so liable.
(c) A corporation whose employees perform professional serviceswithin the scope of their employment or of their apparent authorityto act for the corporation is liable to the same extent as itsemployees.
(d) Except as otherwise provided by statute or by rule of thelicensing authority, the personal liability of a shareholder of aprofessional corporation is no greater in any respect than that of ashareholder of a corporation organized under IC 23-1.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-7
Relationship of patient or client to corporation or person
performing professional services; privileged communications
Sec. 7. (a) The relationship between an individual performingprofessional services as an employee of a professional corporationand a client or patient is the same as if the individual performed suchservices as a sole practitioner.
(b) The relationship between a professional corporationperforming professional services and the client or patient is the sameas between the client or patient and the individual performing theservices.
(c) A privilege applicable to communications between a personrendering professional services and the person receiving suchservices recognized under Indiana law remains inviolate and extendsto a professional corporation and its employees in all cases in whichit applies to communications between an individual renderingprofessional services on behalf of the corporation and the personreceiving such services.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-8
Corporate name
Sec. 8. (a) The corporate name of every professional corporationorganized under this article:
(1) must include the words "Professional Services Corporation"or "Professional Corporation" or an abbreviation of thesewords;
(2) may not contain any word or phrase that indicates or impliesany purpose or power not possessed by corporationsorganizable under this article; and
(3) may not contain any word or phrase that indicates that it isorganized for any purpose other than that listed in the articlesof incorporation.
In addition, only a professional corporation in which all shareholdersare physicians licensed under IC 25-22.5 may use the term "medical"in its corporate name.
(b) A licensing authority may by rule adopt further requirementsthan those specified in subsection (a) as to the names of professionalcorporations organized under this article.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-9
Certificates of registration and incorporation; issuance
Sec. 9. (a) The secretary of state may issue a certificate ofincorporation under this article only if a certificate of registration hasfirst been obtained as provided by this section.
(b) Application for a certificate of registration:
(1) shall be made to the bureau in writing; and
(2) must contain the name and address of the proposedcorporation and such other information as may be required bya licensing authority.
(c) Upon receipt of the application, the licensing authority shall
review the application and make such investigation of the proposedcorporation as it considers necessary. If the licensing authority findsthat:
(1) the directors and shareholders are properly licensed incompliance with statute and the rules of the licensing authority;and
(2) the corporation will be organized in compliance with statuteand with the rules of the licensing authority;
the licensing authority shall certify to the bureau that a certificate ofregistration should be issued. When the bureau has received approvalfrom the appropriate licensing authorities, the bureau shall issue,upon payment of a registration fee of twenty-five dollars ($25), acertificate of registration.
(d) The incorporators shall present the certificate of registrationto the secretary of state at the time the articles of incorporation arepresented for filing.
(e) The secretary of state shall issue a certificate of incorporationwithin sixty (60) days after the date the articles of incorporation arefiled, if he finds that the articles of incorporation conform to law.
(f) After the articles of incorporation are approved, the secretaryof state shall:
(1) place his endorsement on the certificate of registration; and
(2) return to the incorporators the certificate of registration andthe certificate of incorporation, along with all accompanyingdocuments.
(g) The certificate of registration takes effect upon the issuance ofthe certificate of incorporation by the secretary of state, and remainsin effect until January 31 following the date of incorporation.
As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-10
Certificate of registration; renewal
Sec. 10. (a) The certificate of registration must be renewedbiennially before January 31 of even numbered years. The holder ofthe certificate of registration must apply for renewal by submittingto the bureau:
(1) a written application upon a form prescribed by the bureau;and
(2) a fee of twenty dollars ($20).
(b) The licensing authority shall submit its approval to the bureaufor the renewal of the certificate of registration if the licensingauthority finds that the corporation has complied with:
(1) this chapter; and
(2) the rules of the licensing authority.
As added by P.L.239-1983, SEC.1. Amended by P.L.152-1988,SEC.4.
IC 23-1.5-2-11
Repealed
(Repealed by P.L.34-1997, SEC.26.)
IC 23-1.5-2-11.1
Biennial report
Sec. 11.1. A professional corporation must file a biennial reportunder IC 23-1.
As added by P.L.34-1997, SEC.4.