CHAPTER 29. FILING DOCUMENTS; FEES
IC 23-17-29
Chapter 29. Filing Documents; Fees
IC 23-17-29-1
Requirements for documents; filing fee
Sec. 1. (a) To be entitled to be filed by the secretary of state underthis article, a document must meet the following conditions:
(1) Be filed in the office of the secretary of state.
(2) Contain the information required by this article.
(3) Be typewritten or printed.
(4) Be legible.
(5) Be in English. However, a corporate name need not be inEnglish if written in English letters or Arabic or Romannumerals, and the certificate of existence required of foreigncorporations need not be in English if accompanied by areasonably authenticated English translation.
(6) Be executed:
(A) by the presiding officer of the board of directors of adomestic or foreign corporation, the corporation's president,or by another of the corporation's officers;
(B) if directors have not been selected or the corporation hasnot been formed, by an incorporator; or
(C) if the corporation is in the hands of a receiver, trustee, orother court appointed fiduciary, by the fiduciary.
(7) Be signed by the person executing the document and statebeneath or opposite the person's signature name the capacity inwhich the person signs. A signature on a document authorizedto be filed under this article may be a facsimile. A signature ona document under this subdivision that is transmitted and filedelectronically is sufficient if the person transmitting and filingthe document:
(A) has the intent to file the document as evidenced by asymbol executed or adopted by a party with present intentionto authenticate the filing; and
(B) enters the filing party's name on the electronic form in asignature box or other place indicated by the secretary ofstate.
(b) A document may contain the following:
(1) A corporate seal.
(2) An attestation by a secretary or an assistant secretary.
(3) An acknowledgement, a verification, or a proof.
(c) If the secretary of state has prescribed a mandatory form for adocument under section 2 of this chapter, the document must be inor on the prescribed form.
(d) A document must be delivered to the office of the secretary ofstate for filing as described in section 1.1 of this chapter and must beaccompanied by the correct filing fee. The filing fee must be paid inthe manner and form required by the secretary of state.
(e) 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.179-1991, SEC.1. Amended by P.L.228-1995,SEC.23; P.L.11-1996, SEC.25; P.L.277-2001, SEC.20.
IC 23-17-29-1.1
Copies of documents delivered for filing
Sec. 1.1. (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 23-17-6-3 or IC 23-17-26-9; 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.24.
IC 23-17-29-2
Forms
Sec. 2. (a) The secretary of state may prescribe and furnish, onrequest, forms for the following:
(1) A foreign corporation's application for a certificate ofauthority to transact business in Indiana.
(2) A foreign corporation's application for a certificate ofwithdrawal.
(3) The annual report.
(b) If the secretary of state requires, use of the forms described insubsection (a) is mandatory.
(c) The secretary of state may prescribe and furnish on request
forms for other documents required or permitted to be filed by thisarticle but the use of forms for other documents is not mandatory.
As added by P.L.179-1991, SEC.1.
IC 23-17-29-3
Collection of fees
Sec. 3. (a) The secretary of state shall collect the following feeswhen the following documents are delivered for filing:
Document Electronic Filing Fee
Filing Fee (Other than
electronic
filing)
(1) Articles of Incorporation $20 $30
(2) Application for use of
indistinguishable name $10 $20
(3) Application for reserved name $10 $20
(4) Notice of transfer of
reserved name $10 $20
(5) Application for renewal
of reservation $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 with amendments $20 $30
(13) Articles of merger $20 $30
(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 no fee no fee
dissolution
(20) Application for certificate of
authority $20 $30
(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) Annual report $5 $10
(25) Certificate of existence $15 $15
(26) Any other document
required or permitted to be
filed by this article $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)upon being served with process under this article. The party to aproceeding causing service of process may recover the fee paid thesecretary of state as costs if the party prevails in the proceeding.
(c) 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) One dollar ($1) a page for copying.
(2) Fifteen dollars ($15) for the certification stamp.
As added by P.L.179-1991, SEC.1. Amended by P.L.277-2001,SEC.21; P.L.60-2007, SEC.5; P.L.106-2008, SEC.52.
IC 23-17-29-4
Documents; effective times and dates
Sec. 4. (a) Except as provided in subsection (b), a document iseffective:
(1) at the time of filing on the date the document is filed, asevidenced by the secretary of state's date and time endorsementon the original document; or
(2) at the time specified in the document as the document'seffective time on the date the document is filed.
(b) A document may specify a delayed effective time and date,and if the document does, the document becomes effective at thetime and date specified. If an effective date is delayed but no time isspecified, the document is effective at 12:01 a.m. on the date filed.A delayed effective date for a document may not be later than theninetieth day after the date filed.
As added by P.L.179-1991, SEC.1.
IC 23-17-29-5
Correction of documents
Sec. 5. (a) A domestic or foreign corporation may correct adocument filed by the secretary of state if the document:
(1) contains an incorrect statement; or
(2) was defectively executed, attested, sealed, verified, oracknowledged.
(b) A document is corrected:
(1) by preparing articles of correction that: (A) describe the document, including the document's filingdate, or attaching a copy of the document to the articles ofcorrection;
(B) specify the incorrect statement and the reason thestatement is incorrect or the manner in which the executionwas defective; and
(C) correct the incorrect statement or defective execution;and
(2) by delivering the articles of correction to the secretary ofstate.
(c) Articles of correction are effective on the effective date of thedocument they correct except as to persons 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.179-1991, SEC.1. Amended by P.L.96-1993,SEC.16.
IC 23-17-29-6
Filing of documents
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 the document.
(b) The secretary of state shall file a document by stamping orotherwise endorsing the word "FILED" on the document, togetherwith the secretary of state's name and official title and the date andthe time of receipt, on both the original and copy of the documentand on the receipt for the filing fee. After filing a document, exceptas provided under IC 23-17-6-3 and IC 23-17-26-9, the secretary ofstate shall deliver the document copy, with the filing fee receipt oracknowledgement of receipt if no fee is required attached, to thedomestic or foreign corporation or the corporation's representative.
(c) Upon refusing to file a document, the secretary of state shallreturn the document to the domestic or foreign corporation or thecorporation's representative within ten (10) days after the documentwas delivered, together with a brief, written explanation of the reasonfor the refusal.
(d) The secretary of state's duty to file documents under thissection is ministerial. Filing or refusal to file a document does not doany of the following:
(1) Affect the validity or invalidity of the document in whole orin part.
(2) Relate to the correctness or incorrectness of informationcontained in the document.
(3) Create a presumption that the document is valid or invalidor that information contained in the document is correct orincorrect.
As added by P.L.179-1991, SEC.1. Amended by P.L.228-1995,SEC.25.
IC 23-17-29-7
Refusal to file documents
Sec. 7. (a) If the secretary of state refuses to file a documentdelivered for filing to the secretary of state, a domestic or foreigncorporation may appeal the refusal to the circuit court or superiorcourt in the county where the corporation's principal office, or, ifthere is none in Indiana, the corporation's registered office, is or willbe located. The appeal is commenced by petitioning the court tocompel 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 summarily order the secretary of state to filethe document or 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.179-1991, SEC.1.
IC 23-17-29-8
Certification stamp
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 Indiana, is conclusive evidence that the originaldocument is on file with the secretary of state.
As added by P.L.179-1991, SEC.1.
IC 23-17-29-9
Certificates of existence
Sec. 9. (a) A person may request the secretary of state to furnisha certificate of existence for a domestic or foreign corporation.
(b) The certificate of existence sets forth the following:
(1) The domestic corporation's corporate name or the foreigncorporation's corporate name used in Indiana.
(2) That:
(A) the domestic corporation is duly incorporated underIndiana law, the date of the corporation's incorporation, andthe period of the corporation's duration if less than perpetual;or
(B) the foreign corporation is authorized to transact businessin Indiana.
(3) 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 of authorization of thedomestic or foreign corporation.
(4) That the corporation's most recent annual report requiredunder IC 23-17-27-8 has been delivered to the secretary of state.
(5) That articles of dissolution have not been filed.
(6) Other facts of record in the office of the secretary of state
that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, acertificate of existence issued by the secretary of state may be reliedupon as conclusive evidence that the domestic or foreign corporationis in existence or is authorized to transact business in Indiana.
As added by P.L.179-1991, SEC.1.
IC 23-17-29-10
Signing false documents; misdemeanor
Sec. 10. (a) A person commits an offense by signing a documentthe person knows is false in any material respect with intent that thedocument be delivered to the secretary of state for filing.
(b) An offense under this section is a Class A misdemeanor.
As added by P.L.179-1991, SEC.1.