CHAPTER 26. FOREIGN CORPORATIONS
IC 23-17-26
Chapter 26. Foreign Corporations
IC 23-17-26-1
Necessity of certificate of authority; transacting business
Sec. 1. (a) A foreign corporation may not transact business inIndiana until the corporation obtains a certificate of authority fromthe secretary of state.
(b) The following activities do not constitute transacting businesswithin the meaning of subsection (a):
(1) Maintaining, defending, or settling a proceeding.
(2) Holding meetings of the board of directors or members orcarrying on other activities concerning internal corporateaffairs.
(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the transfer, exchange,and registration of memberships or securities or maintainingtrustees or depositaries with respect to the securities.
(5) Selling through independent contractors.
(6) Soliciting or obtaining orders, by mail or through employeesor agents, if the orders require acceptance outside of Indianabefore the orders 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 real or personal property.
(10) Conducting an isolated transaction that is completed withinthirty (30) days and that is not in the course of repeatedtransactions of a similar nature.
(11) Transacting business in interstate commerce.
(12) Soliciting funds if otherwise authorized by Indiana law.
As added by P.L.179-1991, SEC.1.
IC 23-17-26-2
Transacting business without certificate of authority
Sec. 2. (a) Except as provided in subsection (e), a foreigncorporation transacting business in Indiana without a certificate ofauthority may not maintain a proceeding in an Indiana court until theforeign corporation obtains a certificate of authority.
(b) Except as provided in subsection (e), the successor to a foreigncorporation that transacted business in Indiana without a certificateof authority and the assignee of a cause of action arising out of thatbusiness may not maintain a proceeding based on that cause of actionin an Indiana court until the foreign corporation or the foreigncorporation's successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreigncorporation, a foreign corporation's successor, or an assignee untilthe court determines whether the foreign corporation or the foreign
corporation's successor requires a certificate of authority. If the courtdetermines, the court may further stay the proceeding until theforeign corporation or the foreign corporation's successor obtains thecertificate.
(d) A foreign corporation is liable for a civil penalty of not morethan ten thousand dollars ($10,000) if the foreign corporationtransacts business in Indiana without a certificate of authority. Theattorney general may collect penalties due under this subsection.
(e) The failure of a foreign corporation to obtain a certificate ofauthority does not do any of the following:
(1) Impair the validity of the foreign corporation's corporateacts.
(2) Prevent the foreign corporation from defending a proceedingin Indiana.
As added by P.L.179-1991, SEC.1.
IC 23-17-26-3
Application for certificate of authority; contents; certificate ofexistence from foreign 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. The application must set forth the following:
(1) The name of the foreign corporation or, if the foreigncorporation's name is unavailable for use in Indiana, a corporatename that satisfies the requirements of section 6 of this chapter.
(2) The name of the state or country under whose law theforeign corporation is incorporated.
(3) The date of incorporation and period of duration.
(4) The street address of the foreign corporation's principaloffice.
(5) The address of the foreign corporation's registered office inIndiana and the name of the foreign corporation's registeredagent at the office.
(6) The names and usual business addresses of the foreigncorporation's current directors and officers.
(7) Whether the foreign corporation has members.
(8) Whether the corporation, if the foreign corporation had beenincorporated in Indiana, would be a public benefit, mutualbenefit, or religious corporation.
(b) The foreign corporation must deliver with the completedapplication a certificate of existence or a similar document dulyauthenticated by the secretary of state or other official havingcustody of corporate records in the state or country under whose lawthe foreign corporation is incorporated.
As added by P.L.179-1991, SEC.1.
IC 23-17-26-4
Amended certificate of authority
Sec. 4. (a) A foreign corporation authorized to transact businessin Indiana must obtain an amended certificate of authority from the
secretary of state if the corporation changes any of the following:
(1) The foreign corporation's corporate name.
(2) The period of the foreign corporation's duration.
(3) The state or country of the foreign corporation'sincorporation.
(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.179-1991, SEC.1.
IC 23-17-26-5
Rights and privileges under certificate of authority
Sec. 5. (a) A certificate of authority authorizes the foreigncorporation to which the certificate is issued to transact business inIndiana subject 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 rights and enjoys the same privileges as and, except asotherwise provided by this article, is subject to the same duties,restrictions, penalties, and liabilities now or later imposed on asimilar domestic corporation.
(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.179-1991, SEC.1.
IC 23-17-26-6
Corporate name
Sec. 6. (a) If the corporate name of a foreign corporation does notsatisfy the requirements of IC 23-17-5-1, the foreign corporationmay, to obtain or maintain a certificate of authority to transactbusiness in Indiana:
(1) add the word "corporation", "incorporated", "company", or"limited" or the abbreviation "corp.", "inc.", "co.", or "ltd.", tothe foreign corporation's corporate name for use in Indiana; or
(2) use a fictitious name to transact business in Indiana if theforeign corporation's real name is unavailable and the foreigncorporation delivers to the secretary of state for filing a copy ofthe resolution of the foreign corporation's board of directors,certified by the foreign corporation's secretary, adopting thefictitious 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 thefollowing:
(1) The corporate name of a corporation incorporated orauthorized to transact business in Indiana under IC 23-1.
(2) A corporate name reserved or registered under IC 23-17-5-2,IC 23-17-5-3, IC 23-1-23-2, or IC 23-1-23-3.
(3) The fictitious name of another foreign business or nonprofit
corporation authorized to transact business in Indiana.
(4) The name of a nonprofit entity organized or authorized totransact business in Indiana.
(c) A foreign corporation may apply to the secretary of state forauthorization to use in Indiana the name of another corporationincorporated 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 a form satisfactory to the secretary ofstate to change the other corporation's name to a name that isdistinguishable upon the records of the secretary of state fromthe name of the applying 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 foreign corporationhas:
(1) merged with the other corporation;
(2) been formed by reorganization of the other corporation; or
(3) acquired all or substantially all of the assets, including thecorporate name, of the other corporation.
(e) If a foreign corporation authorized to transact business inIndiana changes the foreign corporation's corporate name to a namethat does not satisfy the requirements of IC 23-17-5-1, the foreigncorporation may not transact business in Indiana under the changedname until the foreign corporation adopts a name satisfying therequirements of IC 23-17-5-1 and obtains an amended certificate ofauthority under section 4 of this chapter.
As added by P.L.179-1991, SEC.1.
IC 23-17-26-7
Registered office and registered agent
Sec. 7. A foreign corporation authorized to transact business inIndiana 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 corporation incorporated or authorized to transactbusiness under IC 23-1 whose business office is identicalwith the registered office;
(C) a foreign business or nonprofit corporation authorized totransact business in Indiana whose office is identical withthe registered office; or (D) a nonprofit entity organized or authorized to transactbusiness in Indiana whose office is identical with theregistered office.
As added by P.L.179-1991, SEC.1.
IC 23-17-26-8
Change in registered office or registered agent
Sec. 8. (a) A foreign corporation authorized to transact businessin Indiana may change the foreign corporation's registered office orregistered agent by delivering to the secretary of state for filing astatement of change that sets forth the following:
(1) The foreign corporation's name.
(2) The street address of the foreign corporation's currentregistered office.
(3) If the current registered office is to be changed, the streetaddress of the foreign corporation's new registered office.
(4) The name of the foreign corporation's current registeredagent.
(5) If the current registered agent is to be changed, the name ofthe foreign corporation's new registered agent and the newagent's written consent or a representation that the newregistered agent has consented, either on the statement orattached to the statement, to the appointment.
(6) That after the change is made, the street addresses of theforeign corporation's registered office and the business office ofthe foreign corporation's registered agent will be identical.
(b) If a registered agent changes the street address of the agent'sbusiness office, the agent may change the street address of theregistered office of any foreign corporation that the registered agentserves by notifying the corporation in writing of the change andsigning, 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.179-1991, SEC.1.
IC 23-17-26-9
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 23-17-29 a statementof resignation. 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 the foreign corporation'sprincipal office address shown in the foreign corporation's mostrecent annual report.
(c) The agency appointment is terminated, and the registered
office discontinued if so provided, thirty-one (31) days after the dateon which the statement was filed.
As added by P.L.179-1991, SEC.1. Amended by P.L.228-1995,SEC.21.
IC 23-17-26-10
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 foreign corporation'sagent for service of process, notice, or demand required or permittedby law 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 under Trial Rule4.6(A)(1) at the foreign corporation's principal office shown in theforeign corporation's application for a certificate of authority or inthe foreign corporation's most recent annual report filed if the foreigncorporation:
(1) does not have a registered agent or the foreign corporation'sregistered agent cannot with reasonable diligence be served;
(2) has withdrawn from transacting business in Indiana undersection 11 of this chapter; or
(3) has had the foreign corporation's certificate of authorityrevoked under section 13 of this chapter.
(c) Service is perfected under subsection (b) the earliest of thefollowing:
(1) The date the foreign corporation receives the mail.
(2) The date shown on the return receipt, if signed on behalf ofthe foreign corporation.
(3) Five (5) days after the service is deposited with the UnitedStates Postal Service, if mailed postpaid and correctlyaddressed.
(d) This section does not prescribe the only means of serving aforeign corporation.
As added by P.L.179-1991, SEC.1.
IC 23-17-26-11
Withdrawal of foreign corporation; necessity of certificate ofwithdrawal; application for certificate; service of process afterwithdrawal
Sec. 11. (a) A foreign corporation authorized to transact businessin Indiana may not withdraw from Indiana until the foreigncorporation obtains a certificate of withdrawal from the secretary ofstate.
(b) A foreign corporation authorized to transact business inIndiana may apply for a certificate of withdrawal by delivering anapplication to the secretary of state for filing. The application mustset forth the following:
(1) The name of the foreign corporation and the name of thestate or country under whose law the foreign corporation is
incorporated.
(2) That the foreign corporation is not transacting business inIndiana and that the foreign corporation surrenders the foreigncorporation's authority to transact business in Indiana.
(3) That the foreign corporation revokes the authority of theforeign corporation's registered agent to accept service on theforeign corporation's behalf and appoints the secretary of stateas the foreign corporation's agent for service of process in anyproceeding based on a cause of action arising during the timethe foreign corporation was authorized to transact business inIndiana.
(4) A mailing address to which the secretary of state may maila copy of any process served on the secretary of state undersubdivision (3).
(5) A commitment to notify the secretary of state in the futureof any change in the mailing address.
(c) After the withdrawal of the foreign corporation is effective,service of process on the secretary of state under this section isservice on the foreign corporation. Upon receipt of process, thesecretary of state shall mail a copy of the process to the foreigncorporation at the mailing address set forth in the foreigncorporation's application for withdrawal.
As added by P.L.179-1991, SEC.1.
IC 23-17-26-12
Revocation of certificate of authority of a foreign corporation;grounds
Sec. 12. The secretary of state may commence a proceeding underIC 23-17-23-2 to revoke the certificate of authority of a foreigncorporation authorized to transact business in Indiana if any of thefollowing conditions exists:
(1) The foreign corporation does not deliver the annual reportto the secretary of state within sixty (60) days after the report isdue.
(2) The foreign corporation is without a registered agent orregistered office in Indiana for at least sixty (60) days.
(3) The foreign corporation does not inform the secretary ofstate under section 8 or 9 of this chapter that the foreigncorporation's:
(A) registered agent or registered office has changed;
(B) registered agent has resigned; or
(C) registered office has been discontinued within sixty (60)days of the change, resignation, or discontinuance.
(4) An incorporator, a director, an officer, or an agent of theforeign corporation signed a document the incorporator,director, officer, or agent knew was false in any material respectwith the intent that the document be delivered to the secretaryof state for filing.
(5) The secretary of state receives a duly authenticatedcertificate from the secretary of state or other official having
custody of corporate records in the state or country under whoselaw the foreign corporation is incorporated stating that theforeign corporation has been dissolved or disappeared as theresult of a merger.
As added by P.L.179-1991, SEC.1.
IC 23-17-26-13
Procedure for revocation; service of process after revocation;authority of registered agent
Sec. 13. (a) If the secretary of state determines that a groundexists under section 12 of this chapter for revocation of a certificateof authority, the secretary of state shall, under section 10 of thischapter, serve the foreign corporation with written notice of thedetermination.
(b) If the foreign corporation does not correct each ground forrevocation or demonstrate to the reasonable satisfaction of thesecretary of state that each ground determined by the secretary ofstate does not exist within sixty (60) days after service of the noticeis perfected under section 10 of this chapter, the secretary of statemay revoke the foreign corporation's certificate of authority bysigning a certificate of revocation that recites the ground forrevocation and the revocation's effective date. The secretary of stateshall file the original of the certificate and serve a copy on theforeign corporation under section 10 of this chapter.
(c) The authority of a foreign corporation to transact business inIndiana ceases on the date shown on the certificate revoking theforeign corporation's certificate of authority.
(d) The secretary of state's revocation of a foreign corporation'scertificate of authority appoints the secretary of state the foreigncorporation's agent for service of process in any proceeding based ona cause of action that arose during the time the foreign corporationwas authorized to transact business in Indiana. Service of process onthe secretary of state under this subsection is service on the foreigncorporation. Upon receipt of process, the secretary of state shall maila copy of the process to the secretary of the foreign corporation at theforeign corporation's principal office shown in the foreigncorporation's most recent annual report or in any subsequentcommunication received from the corporation stating the currentmailing address of the foreign corporation's principal office, or, if areport or communication is not on file, in the foreign corporation'sapplication for a certificate of authority.
(e) Revocation of a foreign corporation's certificate of authoritydoes not terminate the authority of the registered agent of the foreigncorporation.
As added by P.L.179-1991, SEC.1.
IC 23-17-26-14
Appeal of revocation
Sec. 14. (a) A foreign corporation may appeal the secretary ofstate's revocation of the foreign corporation's certificate of authority
to the circuit or superior court of the county in which the foreigncorporation's registered office is located within thirty (30) days afterservice of the certificate of revocation is perfected under section 10of this chapter. The foreign corporation appeals by petitioning thecourt to set aside the revocation and attaching to the petition copiesof the foreign corporation's certificate of authority and the secretaryof state's certificate of revocation.
(b) The court may do the following:
(1) Order the secretary of state to reinstate the certificate ofauthority.
(2) Take any other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civilproceedings.
As added by P.L.179-1991, SEC.1.