CHAPTER 49. CERTIFICATE OF AUTHORITY OF FOREIGN CORPORATIONS
IC 23-1-49
Chapter 49. Certificate of Authority of Foreign Corporations
IC 23-1-49-1
Necessity of certificate of authority; transacting business
Sec. 1. (a) A foreign corporation may not transact business inIndiana until it obtains a certificate of authority from the secretary ofstate. However, this requirement does not apply to the following:
(1) Banks.
(2) Savings banks.
(3) Savings associations.
(4) Corporate fiduciaries.
(5) Credit unions.
(6) Industrial loan and investment companies.
(7) Surety companies.
(8) Trust companies.
(9) Safe deposit companies.
(10) Railroad corporations.
(11) Insurance companies.
(12) Building and loan associations.
(b) The following activities, among others, do not constitutetransacting business within the meaning of subsection (a) or withinthe meaning of IC 27-1-17-1 or IC 28-1-22-1:
(1) Maintaining, defending, or settling any proceeding.
(2) Holding meetings of the board of directors or shareholdersor carrying on other activities concerning internal corporateaffairs.
(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the transfer, exchange,and registration of the corporation's own securities ormaintaining trustees or depositaries with respect to thosesecurities.
(5) Selling through independent contractors.
(6) Soliciting or obtaining orders, whether by mail or throughemployees or agents or otherwise, if the orders requireacceptance outside Indiana before they become contracts.
(7) Making loans or otherwise creating or acquiringindebtedness, mortgages, and security interests in real orpersonal property.
(8) Securing or collecting debts or enforcing mortgages andsecurity interests in property securing the debts.
(9) Owning, without more, real or personal property.
(10) Conducting an isolated transaction that is completed withinthirty (30) days and that is not one in the course of repeatedtransactions of a like nature.
(11) Transacting business in interstate commerce.
(c) The list of activities in subsection (b) is not exhaustive.
As added by P.L.149-1986, SEC.33. Amended by P.L.107-1987,SEC.24; P.L.145-1988, SEC.7; P.L.171-1996, SEC.1.
IC 23-1-49-2
Transacting business without certificate of authority
Sec. 2. (a) A foreign corporation transacting business in Indianawithout a certificate of authority may not maintain a proceeding inany court in Indiana until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted businessin Indiana without a certificate of authority and the assignee of acause of action arising out of that business may not maintain aproceeding based on that cause of action in any court in Indiana untilthe foreign corporation or its successor obtains a certificate ofauthority.
(c) A court may stay a proceeding commenced by a foreigncorporation, its successor, or assignee until it determines whether theforeign corporation or its successor requires a certificate of authority.If it so determines, the court may further stay the proceeding until theforeign corporation or its successor obtains the certificate.
(d) A foreign corporation is liable for a civil penalty of not morethan ten thousand dollars ($10,000) if it transacts business in Indianawithout a certificate of authority. The attorney general may collectall penalties due under this subsection.
(e) Notwithstanding subsections (a) and (b), the failure of aforeign corporation to obtain a certificate of authority does notimpair the validity of its corporate acts or prevent it from defendingany proceeding in Indiana.
As added by P.L.149-1986, SEC.33.
IC 23-1-49-3
Application for certificate; contents; certificate of existence fromforeign state or country
Sec. 3. (a) A foreign corporation may apply for a certificate ofauthority to transact business in Indiana by delivering an applicationto the secretary of state for filing. The application must set forth:
(1) the name of the foreign corporation or, if its name isunavailable for use in Indiana, a corporate name that satisfiesthe requirements of section 6 of this chapter;
(2) the name of the state or country under whose law it isincorporated;
(3) its date of incorporation and period of duration;
(4) the street address of its principal office;
(5) the address of its registered office in Indiana and the nameof its registered agent at that office; and
(6) the names and usual business addresses of its currentdirectors and officers.
(b) The foreign corporation shall deliver with the completedapplication a certificate of existence (or a document of similarimport) duly authenticated by the secretary of state or other officialhaving custody of corporate records in the state or country underwhose law it is incorporated.
As added by P.L.149-1986, SEC.33.
IC 23-1-49-4
Amended certificate of authority
Sec. 4. (a) A foreign corporation authorized to transact businessin Indiana must obtain an amended certificate of authority from thesecretary of state if it:
(1) changes its corporate name;
(2) changes the period of its duration;
(3) changes the state or country of its incorporation; or
(4) converts to a different form of entity.
(b) The requirements of section 3 of this chapter for obtaining anoriginal certificate of authority apply to obtaining an amendedcertificate under this section.
As added by P.L.149-1986, SEC.33. Amended by P.L.130-2006,SEC.19.
IC 23-1-49-5
Rights under certificate of authority
Sec. 5. (a) A certificate of authority authorizes the foreigncorporation to which it is issued to transact business in Indianasubject, however, to the right of the state to revoke the certificate asprovided in this article.
(b) A foreign corporation with a valid certificate of authority hasthe same but no greater rights and has the same but no greaterprivileges as, and except as otherwise provided by this article issubject to the same duties, restrictions, penalties, and liabilities nowor later imposed on, a domestic corporation of like character.
(c) This article does not authorize Indiana to regulate theorganization or internal affairs of a foreign corporation authorized totransact business in Indiana.
As added by P.L.149-1986, SEC.33.
IC 23-1-49-6
Corporate name
Sec. 6. (a) If the corporate name of a foreign corporation does notsatisfy the requirements of IC 23-1-23-1, the foreign corporation, toobtain or maintain a certificate of authority to transact business inIndiana:
(1) may add the word "corporation", "incorporated","company", or "limited", or the abbreviation "corp.", "inc.","co.", or "ltd.", to its corporate name for use in Indiana; or
(2) may use a fictitious name to transact business in Indiana ifits real name is unavailable and it delivers to the secretary ofstate for filing a copy of the resolution of its board of directors,certified by its secretary, adopting the fictitious name.
(b) Except as authorized by subsections (c) and (d), the corporatename (including a fictitious name) of a foreign corporation must bedistinguishable upon the records of the secretary of state from:
(1) the corporate name of a corporation incorporated orauthorized to transact business in Indiana;
(2) a corporate name reserved or registered under IC 23-1-23-2
or IC 23-1-23-3;
(3) the fictitious name of another foreign corporation authorizedto transact business in Indiana; and
(4) the corporate name of a not-for-profit corporationincorporated or authorized to transact business in Indiana.
(c) A foreign corporation may apply to the secretary of state forauthorization to use in Indiana the name of another corporation(incorporated or authorized to transact business in Indiana) that is notdistinguishable upon the secretary of state's records from the nameapplied for. The secretary of state shall authorize use of the nameapplied for if:
(1) the other corporation consents to the use in writing andsubmits an undertaking in form satisfactory to the secretary ofstate to change its name to a name that is distinguishable uponthe records of the secretary of state from the name of theapplying corporation; or
(2) the applicant delivers to the secretary of state a certifiedcopy of a final judgment of a court of competent jurisdictionestablishing the applicant's right to use the name applied for inIndiana.
(d) A foreign corporation may use in Indiana the name (includingthe fictitious name) of another domestic or foreign corporation thatis used in Indiana if the other corporation is incorporated orauthorized to transact business in Indiana and the foreigncorporation:
(1) has merged with the other corporation;
(2) has been formed by reorganization of the other corporation;or
(3) has acquired all or substantially all of the assets, includingthe corporate name, of the other corporation.
(e) If a foreign corporation authorized to transact business inIndiana changes its corporate name to one that does not satisfy therequirements of IC 23-1-23-1, it may not transact business in Indianaunder the changed name until it adopts a name satisfying therequirements of IC 23-1-23-1 and obtains an amended certificate ofauthority under section 4 of this chapter.
As added by P.L.149-1986, SEC.33.
IC 23-1-49-7
Registered office and registered agent
Sec. 7. Each foreign corporation authorized to transact businessin Indiana must continuously maintain in Indiana:
(1) a registered office; and
(2) a registered agent, who may be:
(A) an individual who resides in Indiana and whose businessoffice is identical with the registered office;
(B) a domestic corporation or not-for-profit domesticcorporation whose business office is identical with theregistered office; or
(C) a foreign corporation or foreign not-for-profit
corporation authorized to transact business in Indiana whosebusiness office is identical with the registered office.
As added by P.L.149-1986, SEC.33.
IC 23-1-49-8
Change in registered office or registered agent
Sec. 8. (a) A foreign corporation authorized to transact businessin Indiana may change its registered office or registered agent bydelivering to the secretary of state for filing a statement of changethat sets forth:
(1) its name;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the streetaddress of its new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name ofits new registered agent and the new agent's written consent ora representation that the new registered agent has consented(either on the statement or attached to it) to the appointment;and
(6) that after the change or changes are made, the streetaddresses of its registered office and the business office of itsregistered agent will be identical.
(b) If a registered agent changes the street address of the agent'sbusiness office, the registered agent may change the street address ofthe registered office of any foreign corporation that the registeredagent serves by notifying the corporation in writing of the changeand signing (either manually or in facsimile) and delivering to thesecretary of state for filing a statement of change that complies withthe requirements of subsection (a) and recites that the corporationhas been notified of the change.
As added by P.L.149-1986, SEC.33. Amended by P.L.107-1987,SEC.25.
IC 23-1-49-9
Resignation of registered agent
Sec. 9. (a) The registered agent of a foreign corporation mayresign the agency appointment by signing and delivering to thesecretary of state for filing as described in IC 23-1-18 a statement ofresignation. The statement of resignation may include a statementthat the registered office is also discontinued.
(b) After filing the statement, the secretary of state shall attach thefiling receipt to one (1) copy and mail the copy and receipt to theregistered office if not discontinued. The secretary of state shall mailone (1) copy to the foreign corporation at its principal office addressshown in its most recent annual report.
(c) The agency appointment is terminated, and the registeredoffice discontinued if so provided, on the thirty-first day after thedate on which the statement was filed.
As added by P.L.149-1986, SEC.33. Amended by P.L.228-1995,
SEC.10.
IC 23-1-49-10
Service of process or notice on foreign corporation
Sec. 10. (a) The registered agent of a foreign corporationauthorized to transact business in Indiana is the corporation's agentfor service of process, notice, or demand required or permitted bylaw to be served on the foreign corporation.
(b) A foreign corporation may be served by registered or certifiedmail, return receipt requested, addressed to the secretary of theforeign corporation or other executive officer, as that term is used inTrial Rule 4.6(A)(1), at its principal office shown in its applicationfor a certificate of authority or in its most recent annual report if theforeign corporation:
(1) has no registered agent or its registered agent cannot withreasonable diligence be served;
(2) has withdrawn from transacting business in Indiana underIC 23-1-50; or
(3) has had its certificate of authority revoked underIC 23-1-51-2.
(c) Service is perfected under subsection (b) at the earliest of:
(1) the date the foreign corporation receives the mail;
(2) the date shown on the return receipt, if signed on behalf ofthe foreign corporation; or
(3) five (5) days after its deposit in the United States mail, ifmailed postpaid and correctly addressed.
(d) This section does not prescribe the only means, or necessarilythe required means, of serving a foreign corporation.
As added by P.L.149-1986, SEC.33.