CHAPTER 12. MISCELLANEOUS
IC 23-16-12
Chapter 12. Miscellaneous
IC 23-16-12-1
Construction and application of article
Sec. 1. (a) This article shall be applied and construed to effectuateits general purpose.
(b) The rule that statutes in derogation of the common law are tobe strictly construed does not apply to this article.
As added by P.L.147-1988, SEC.1.
IC 23-16-12-2
Applicability of article to domestic and foreign limitedpartnerships after effective date and after repeal of antecedentprovisions
Sec. 2. (a) After July 1, 1988, this article applies to all domesticand foreign limited partnerships, except as provided in this section.
(b) IC 23-16-6-1, IC 23-16-6-2, and IC 23-16-7-8 apply only tocontributions and distributions made after July 1, 1988.
(c) IC 23-16-8-4 applies only to assignments made after July 1,1988.
(d) IC 23-16-10 does not apply before January 1, 1989.
(e) Unless agreed otherwise by all of the partners, the applicableprovisions of IC 23-4-2 (repealed effective July 1, 1993) governingallocation of profits and losses (rather than the provisions ofIC 23-16-6-3), distributions to a withdrawing partner (rather than theprovisions of IC 23-16-7-4), and distribution of assets upon thewinding up of a limited partnership (rather than the provisions ofIC 23-16-9-4) govern limited partnerships formed before July 1,1988.
(f) A limited partnership existing under IC 23-4-2 before July 1,1988, is not required to file a certificate of limited partnershipcomplying with IC 23-16-3 with the secretary of state, and is notsubject to or governed by IC 23-16-3-2, until the earlier of thefollowing:
(1) The voluntary filing by the limited partnership of acertificate of limited partnership with the secretary of state inthe manner required by this article.
(2) July 1, 1993.
(g) Until July 1, 1993, a limited partnership existing underIC 23-4-2 before July 1, 1988, that does not file a certificate oflimited partnership in accordance with subsection (f)(1) is governedby IC 23-4-2.
(h) If a limited partnership existing under IC 23-4-2 before July1, 1988, does not file a certificate of limited partnership or acertificate of amendment with the secretary of state by July 1, 1993,and no event has occurred that, under this article, requires the filingof a certificate of amendment, then:
(1) the limited partnership continues to exist as a limitedpartnership under this article, and the failure to file a certificate
with the secretary of state does not impair the validity of anycontract or act of the limited partnership nor prevent the limitedpartnership from defending any action in any court in Indiana;
(2) a limited partner of the limited partnership is not liable as ageneral partner solely by reason of the failure to file acertificate with the secretary of state; and
(3) the limited partnership may not maintain an action in anycourt of Indiana until it has filed a certificate with the secretaryof state in compliance with this article.
As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989,SEC.26; P.L.3-1990, SEC.83.
IC 23-16-12-3
Rules for cases not provided for in this article
Sec. 3. In any case not provided for in this article, the provisionsof IC 23-4-1 govern.
As added by P.L.147-1988, SEC.1.
IC 23-16-12-4
Fees
Sec. 4. (a) The secretary of state shall collect the following feeswhen the documents described in this section are delivered by adomestic or foreign limited partnership to the secretary of state forfiling:
Document Electronic Filing Fee
Filing Fee (Other than
electronic
filing)
(1) Application for
reservation of name $10 $20
(2) Application for use
of indistinguishable name $10 $20
(3) Application for
renewal of reservation $10 $20
(4) Notice of transfer of reserved name $10 $20
(5) Application of registered name $20 $30
(6) Application for renewal
of registered name $20 $30
(7) Certificate of change
of registered agent's
business address No fee No fee
(8) Certificate of resignation of agent No fee No fee
(9) Certificate of limited partnership $75 $90
(10) Certificate of amendment $20 $30
(11) Certificate of cancellation $75 $90
(12) Restated certificate of
limited partnership or registration $20 $30
(13) Restated certificate of
limited partnership or
registration with amendments $20 $30 (14) Application for registration $75 $90
(15) Certificate of change of
application $20 $30
(16) Certificate of cancellation of
registration $20 $30
(17) Certificate of change
of registered agent No fee No fee
(18) Application for certificate
of existence or authorization $15 $15
(19) Any other document required or
permitted to be filed under 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) $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 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.
(c) The secretary of state shall collect the following fees forcopying and certifying the copy of any filed document relating to adomestic or foreign limited partnership:
(1) Per page for copying $ 1
(2) For a certification stamp $15
As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989,SEC.27; P.L.75-1990, SEC.14; P.L.277-2001, SEC.16; P.L.60-2007,SEC.4; P.L.106-2008, SEC.51.
IC 23-16-12-5
Requirements for filing documents; filing fee
Sec. 5. (a) A document must satisfy the requirements of thisarticle to be entitled to filing by the secretary of state.
(b) The document must contain the information required by thisarticle. It may contain other information as well.
(c) The document must be typewritten or printed.
(d) The document must be legible and otherwise suitable forfiling.
(e) The document must be in the English language. A limitedpartnership name need not be in English if written in English lettersor Arabic or Roman numerals.
(f) Every person executing the document shall sign it and statebeneath or opposite the signature the person's name and the capacity
in which the person signs. A signature on a document authorized tobe filed under this article may be a facsimile. A signature on adocument under this subsection 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.
(g) The document must be delivered to the office of the secretaryof state as required by section 5.1 of this chapter, and the correctfiling fee must be paid in the manner and form required by thesecretary of state.
(h) 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.
As added by P.L.147-1988, SEC.1. Amended by P.L.228-1995,SEC.18; P.L.11-1996, SEC.23; P.L.277-2001, SEC.17.
IC 23-16-12-5.1
Copies of documents delivered for filing
Sec. 5.1. (a) For purposes of this article, a document is deliveredfor filing if the document is transferred to the secretary of state byhand, mail, telecopy, facsimile, or other form of electronictransmission meeting the requirements established by the secretaryof 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 23-16-2-4 or IC 23-16-10-4; 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 of
electronic transmission that are required for distribution under thisarticle.
As added by P.L.228-1995, SEC.19.
IC 23-16-12-6
Effective date of documents
Sec. 6. (a) A document accepted for filing is effective:
(1) at the time of filing on the date it is filed, as evidenced bythe secretary of state's date and time endorsement on theoriginal document; or
(2) at such later time as is specified in the document as providedin subsection (b).
(b) A document may specify a delayed effective time on the datefiled, or a delayed effective time and date, and if it does so thedocument becomes effective at the time and date specified. If adelayed effective date but no time is specified, the document iseffective at 12:01 a.m. on that date. A delayed effective date for adocument may not be later than ninety (90) days after the date it isfiled.
As added by P.L.147-1988, SEC.1.