CHAPTER 18. FILING DOCUMENTS
IC 23-1-18
Chapter 18. Filing Documents
IC 23-1-18-1
Requirements for documents; filing fee
Sec. 1. (a) A document must satisfy the requirements of thissection, and of any other section that adds to or varies theserequirements, to be entitled to filing by the secretary of state.
(b) This article must require or permit filing the document in theoffice of the secretary of state.
(c) The document must contain the information required by thisarticle. It may contain other information as well.
(d) The document must be legible, typewritten or printed or, ifelectronically transmitted, in a format that can be retrieved in areproduced or typewritten form, and otherwise suitable forprocessing.
(e) The document must be in the English language. A corporatename need not be in English if written in English letters or Arabic orRoman numerals, and the certificate of existence required of foreigncorporations need not be in English if accompanied by a reasonablyauthenticated English translation.
(f) The document must be signed:
(1) by the chairman of the board of directors of the domestic orforeign corporation or by any of its officers;
(2) if directors have not been selected or the corporation has notbeen formed, by an incorporator;
(3) if the corporation is in the hands of a receiver, trustee, orother court appointed fiduciary, by that fiduciary; or
(4) for purpose of annual or biennial reports, by:
(A) a registered agent;
(B) a certified public accountant; or
(C) an attorney;
employed by the business entity.
(g) Except as provided in subsection (m), the person signing thedocument shall sign it and state beneath or opposite the signature theperson's name and the capacity in which the document is signed. Asignature on a document authorized to be filed under this article maybe:
(1) a facsimile; or
(2) made by an attorney in fact.
(h) A power of attorney relating to the signing of a documentauthorized to be filed under this article by an attorney in fact may butis not required to be:
(1) sworn to, verified, or acknowledged;
(2) signed in the presence of a notary public;
(3) filed with the secretary of state; or
(4) included in another written agreement.
However, the power of attorney must be retained in the records of thecorporation.
(i) A document authorized to be filed under this article may but is
not required to contain:
(1) the corporate seal;
(2) an attestation by the secretary or an assistant secretary; and
(3) an acknowledgment, verification, or proof.
(j) If the secretary of state has prescribed a mandatory form forthe document under section 2 of this chapter, the document must bein or on the prescribed form.
(k) The document must be delivered to the office of the secretaryof state for filing as described in section 1.1 of this chapter and thecorrect filing fee must be paid in the manner and form required bythe secretary of state.
(l) The secretary of state may accept payment of the correct filingfee by credit card, debit card, charge card, or similar method.However, if the filing fee is paid by credit card, debit card, chargecard, or similar method, the liability is not finally discharged untilthe secretary of state receives payment or credit from the institutionresponsible for making the payment or credit. The secretary of statemay contract with a bank or credit card vendor for acceptance ofbank or credit cards. However, if there is a vendor transaction chargeor discount fee, whether billed to the secretary of state or chargeddirectly to the secretary of state's account, the secretary of state or thecredit card vendor may collect from the person using the bank orcredit card a fee that may not exceed the highest transaction chargeor discount fee charged to the secretary of state by the bank or creditcard vendor during the most recent collection period. This fee maybe collected regardless of any agreement between the bank and acredit card vendor or regardless of any internal policy of the creditcard vendor that may prohibit this type of fee. The fee is a permittedadditional charge under IC 24-4.5-3-202.
(m) A signature on a document that is transmitted and filedelectronically is sufficient if the person transmitting and filing thedocument:
(1) has the intent to file the document as evidenced by a symbolexecuted or adopted by a party with present intention toauthenticate the filing; and
(2) enters the filing party's name on the electronic form in asignature box or other place indicated by the secretary of state.
(n) As used in this subsection, "filed document'' means adocument filed with the secretary of state under any provision of thistitle except for IC 23-1-49 or IC 23-1-53-3. As used in thissubsection, "plan" means a plan of domestication, nonprofitconversion, entity conversion, merger, or share exchange. Whenevera provision under this article permits any of the terms of a plan or afiled document to be dependent on facts objectively ascertainableoutside the plan or filed document, the following apply:
(1) The manner in which the facts will operate upon the termsof the plan or filed document:
(A) shall be set forth in the plan or filed document; and
(B) shall state the manner in which the facts shall becomeoperative. (2) The facts may include, but are not limited to:
(A) any of the following that is available in a nationallyrecognized news or information medium either in print orelectronically:
(i) Statistical or market indices.
(ii) Market prices of any security or group of securities.
(iii) Interest rates.
(iv) Currency exchange rates.
(v) Similar economic or financial data;
(B) a determination or action by any person or body,including the corporation or any other party to a plan or fileddocument; or
(C) the terms of, or actions taken under, an agreement towhich the corporation is a party, or any other agreement ordocument.
(3) The following provisions of a plan or filed document maynot be made dependent on facts outside the plan or fileddocument:
(A) The name and address of any person required in a fileddocument.
(B) The registered office of any entity required in a fileddocument.
(C) The registered agent of any entity required in a fileddocument.
(D) The number of authorized shares and designation ofeach class or series of shares.
(E) The effective date of a filed document.
(F) Any required statement in a filed document of the dateon which the underlying transaction was approved or themanner in which that approval was given.
(4) If a provision of a plan or filed document is made dependenton a fact ascertainable outside the plan or filed document, andthat fact is not ascertainable by reference to a source describedin subdivision (2)(A) or a document that is a matter of publicrecord, or the affected shareholders have not received notice ofthe fact from the corporation, the corporation shall file with thesecretary of state articles of amendment setting forth the factpromptly after the time the fact referred to is first ascertainableor changes. Articles of amendment under this subdivision:
(A) are considered to be authorized by the authorization ofthe original plan or filed document or plan to which thearticles of amendment relate; and
(B) may be filed by the corporation without further action bythe board of directors or the shareholders.
As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,SEC.1; P.L.11-1996, SEC.8; P.L.277-2001, SEC.1; P.L.178-2005,SEC.1; P.L.130-2006, SEC.2; P.L.133-2009, SEC.2.
IC 23-1-18-1.1
Copies of documents delivered for filing Sec. 1.1. (a) For purposes of this article, except for a biennialreport filed under IC 23-1-53-4, a document is delivered for filing ifthe document is transferred to the secretary of state by hand, mail,telecopy, facsimile, or other form of electronic transmission meetingthe requirements established by the secretary of state.
(b) If a document is delivered for filing by hand or mail, thedocument must be accompanied by:
(1) two (2) exact or conformed copies of a document filed underIC 23-1-24-3 or IC 23-1-49-9; or
(2) one (1) exact or conformed copy of any other documentfiled under this article.
(c) The office of the secretary of state shall create any copies ofa document delivered by telecopy, facsimile, or other form ofelectronic transmission that are required for distribution under thisarticle.
As added by P.L.228-1995, SEC.2.
IC 23-1-18-2
Forms
Sec. 2. (a) The secretary of state may prescribe and furnish onrequest forms for:
(1) a foreign corporation's application for a certificate ofauthority to transact business in this state;
(2) a foreign corporation's application for a certificate ofwithdrawal; and
(3) the biennial reports.
If the secretary of state requires and the form so states, use of theseforms is mandatory.
(b) The secretary of state may prescribe and furnish on requestforms for other documents required or permitted to be filed by thisarticle but their use is not mandatory.
As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,SEC.3; P.L.11-1996, SEC.9.
IC 23-1-18-3
Fees
Sec. 3. (a) The secretary of state shall collect the following feeswhen the documents described in this subsection are delivered to thesecretary of state for filing:
Document Electronic Fee
Filing Fee (Other than
electronic
filing)
(1) Articles of incorporation $75 $90
(2) Application for use of
indistinguishable name $10 $20
(3) Application for reserved name $10 $20
(4) Application for renewal
of reservation $10 $20
(5) Notice of transfer of reserved name $10 $20
(6) Application for registered
name $20 $30
(7) Application for renewal of
registered name $20 $30
(8) Corporation's statement of
change of registered agent
or registered office or both No Fee No Fee
(9) Agent's statement of change
of registered office for each
affected corporation No Fee No Fee
(10) Agent's statement of
resignation No Fee No Fee
(11) Amendment of articles of
incorporation $20 $30
(12) Restatement of articles of
incorporation $20 $30
With amendment of articles $20 $30
(13) Articles of merger or share
exchange $75 $90
(14) Articles of dissolution $20 $30
(15) Articles of revocation of
dissolution $20 $30
(16) Certificate of administrative
dissolution No Fee No Fee
(17) Application for reinstatement
following administrative
dissolution $20 $30
(18) Certificate of reinstatement No Fee No Fee
(19) Certificate of judicial
dissolution No Fee No Fee
(20) Application for certificate of
authority $75 $90
(21) Application for amended
certificate of authority $20 $30
(22) Application for certificate of
withdrawal $20 $30
(23) Certificate of revocation of
authority to transact business No Fee No Fee
(24) Biennial report $20 $30
(25) Articles of correction $20 $30
(26) Application for certificate
of existence or authorization $15 $15
(27) Any other document
required or permitted to
be filed by this article,
including an application
for any other certificates
or certification certificate
(except for any such other certificates that the secretary
of state may determine to
issue without additional fee
in connection with particular
filings) and a request for
other facts of record under
section 9(b)(6) of this
chapter $20 $30
The secretary of state shall prescribe the electronic means of filingdocuments to which the electronic filing fees set forth in this sectionapply.
(b) The fee set forth in subsection (a)(24) for filing a biennialreport is:
(1) fifteen dollars ($15) per year, for a filing in writing,including facsimile; and
(2) ten dollars ($10) per year, for a filing by electronic means;
to be paid biennially.
(c) The secretary of state shall collect a fee of ten dollars ($10)each time process is served on the secretary of state under thisarticle. If the party to a proceeding causing service of processprevails in the proceeding, then that party is entitled to recover thisfee as costs from the nonprevailing party.
(d) The secretary of state shall collect the following fees forcopying and certifying the copy of any filed document relating to adomestic or foreign corporation:
(1) Per page for copying $ 1
(2) For a certification stamp $15
As added by P.L.149-1986, SEC.2. Amended by P.L.145-1988,SEC.1; P.L.228-1995, SEC.4; P.L.11-1996, SEC.10; P.L.277-2001,SEC.2; P.L.60-2007, SEC.1; P.L.106-2008, SEC.49.
IC 23-1-18-4
Effective date of document
Sec. 4. (a) Except as provided in subsection (b) and section 5(c)of this chapter, a document accepted for filing is effective:
(1) at the time of filing on the date it is filed, as evidenced bymeans the secretary of state uses for endorsing the date and timeof filing on the original document; or
(2) at such later time on the date it is filed as is specified in thedocument as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date,and if it does so the document becomes effective at the time and datespecified. If a delayed effective date but no time is specified, thedocument is effective at 12:01 a.m. on that date. A delayed effectivedate for a document may not be later than the ninetieth day after thedate it is filed.
As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,SEC.3.
IC 23-1-18-5 Correction of document
Sec. 5. (a) A domestic or foreign corporation may correct adocument filed by the secretary of state if:
(1) the document contains an incorrect statement or aninaccuracy;
(2) the document was defectively signed, attested, sealed,verified, or acknowledged; or
(3) the electronic transmission of the document was defective.
(b) A document is corrected:
(1) by preparing articles of correction that:
(A) describe the document (including its filing date) orattach a copy of it to the articles;
(B) specify the incorrect statement or inaccuracy and thereason it is incorrect or the manner in which the executionwas defective; and
(C) correct the incorrect statement, inaccuracy, or defectiveexecution; and
(2) by delivering the articles to the secretary of state for filing.
(c) Articles of correction are effective on the effective date of thedocument they correct except as to persons reasonably relying on theuncorrected document and adversely affected by the correction. Asto those persons, articles of correction are effective when filed orwhen the reliance ceased to be reasonable, whichever first occurs.
As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,SEC.4.
IC 23-1-18-6
Filing of document by secretary of state; refusal to file
Sec. 6. (a) If a document delivered to the office of the secretary ofstate for filing satisfies the requirements of section 1 of this chapter,the secretary of state shall file it.
(b) The secretary of state files a document by stamping orotherwise endorsing "Filed", together with the secretary of state'sname and official title and the date and time of receipt on both theoriginal and the document copy and on the receipt for the filing fee.After filing a document, except as provided in IC 23-1-24-3 andIC 23-1-49-9, the secretary of state shall deliver the document copy,with the filing fee receipt (or acknowledgement of receipt if no feeis required) attached, to the domestic or foreign corporation or itsrepresentative.
(c) If the secretary of state refuses to file a document, thesecretary of state shall return it to the domestic or foreign corporationor its representative within ten (10) days after the document wasdelivered, together with a brief, written explanation of the reason forthe refusal.
(d) The secretary of state's duty to file documents under thissection is ministerial. The secretary of state's filing or refusing to filea document does not:
(1) affect the validity or invalidity of the document in whole orpart; (2) relate to the correctness or incorrectness of informationcontained in the document; or
(3) create a presumption that the document is valid or invalid orthat information contained in the document is correct orincorrect.
As added by P.L.149-1986, SEC.2.
IC 23-1-18-7
Refusal to file document; appeal by corporation
Sec. 7. (a) If the secretary of state refuses to file a documentdelivered to the secretary of state's office for filing, the domestic orforeign corporation may appeal the refusal to the circuit or superiorcourt of the county where the corporation's principal office (or, ifnone in Indiana, its registered office) is or will be located not laterthan sixty (60) days after the receipt of the document from thesecretary of state. The appeal is commenced by petitioning the courtto compel filing the document and by attaching to the petition thedocument and the secretary of state's explanation of the refusal tofile.
(b) The court may order the secretary of state to file the documentor take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civilproceedings.
As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,SEC.5.
IC 23-1-18-8
Certification; evidence of filing
Sec. 8. A certification stamp affixed on or a certificationcertificate attached to a copy of a document under this chapter,bearing the secretary of state's signature (which may be in facsimile)and the seal of this state, is conclusive evidence that the originaldocument is on file with the secretary of state.
As added by P.L.149-1986, SEC.2. Amended by P.L.145-1988,SEC.2.
IC 23-1-18-9
Certificate of existence or authorization
Sec. 9. (a) Any person may request the secretary of state to furnisha certificate of existence for a domestic corporation or a certificateof authorization for a foreign corporation.
(b) A certificate of existence or authorization sets forth:
(1) the domestic corporation's corporate name or the foreigncorporation's corporate name used in Indiana;
(2) if a domestic corporation:
(A) that the domestic corporation is duly incorporated underthe law of this state;
(B) the date of its incorporation; and
(C) the period of its duration if less than perpetual;
(3) if a foreign corporation, that the foreign corporation is
authorized to transact business in Indiana;
(4) that all fees, taxes, and penalties owed to this state havebeen paid, if:
(A) payment is reflected in the records of the secretary ofstate; and
(B) nonpayment affects the existence or authorization of thedomestic or foreign corporation;
(5) if a domestic corporation or a foreign corporation, that itsmost recent biennial report required by IC 23-1-53-3 has beenfiled with the secretary of state;
(6) that articles of dissolution have not been filed; and
(7) other facts of record in the office of the secretary of statethat may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, acertificate of existence or authorization issued by the secretary ofstate may be relied upon as conclusive evidence that the domestic orforeign corporation is in existence or is authorized to transactbusiness in Indiana.
As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,SEC.5; P.L.11-1996, SEC.11.
IC 23-1-18-10
Intentionally signing false document
Sec. 10. A person commits a Class A misdemeanor if the personsigns a document the person knows is false in any material respectwith intent that the document be delivered to the secretary of state forfiling.
As added by P.L.149-1986, SEC.2.