IC 23-18-12
    Chapter 12. Filing Requirements, Fees, and Other AdministrativeProvisions

IC 23-18-12-1
Requirements for documents; filing fee
    Sec. 1. (a) A document required or permitted under this articlemay be filed with the secretary of state if the document meets therequirements under this article, including the following requirements:
        (1) The document must contain the information required by thisarticle, however, it may also contain additional information.
        (2) The document must be typewritten or printed.
        (3) The document must be legible.
        (4) The document must be in the English language. A limitedliability company's name need not be in English if written inEnglish letters or Arabic or Roman numerals, and the certificateof existence required of foreign limited liability companies neednot be in English if accompanied by a reasonably authenticatedEnglish translation.
        (5) The document must be executed:
            (A) by a member or an agent designated by the limitedliability company if the articles of organization do notprovide for a manager or managers;
            (B) by a manager or an agent designated by the limitedliability company if the articles of organization do providefor a manager or managers; or
            (C) if the limited liability company is in the hands of areceiver, trustee, or other court appointed fiduciary, by thatfiduciary.
        (6) The person executing the document must sign the documentand state beneath or opposite the signature the person's nameand the capacity in which the person signs. A signature on adocument authorized to be filed under this article may be afacsimile. A signature on a document under this subdivision thatis transmitted and filed electronically is sufficient if the persontransmitting and filing the 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.
        (7) If the secretary of state has prescribed a mandatory form forthe document under section 2 of this chapter, the documentmust be in or on the prescribed form.
        (8) The document must be delivered to the secretary of state forfiling and must be accompanied by the correct filing fee. Thefiling fee must be paid in the manner and form required by thesecretary of state.
    (b) The secretary of state may accept payment of the correct filing

fee 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.8-1993, SEC.301. Amended by P.L.121-1994,SEC.5; P.L.228-1995, SEC.28; P.L.11-1996, SEC.29; P.L.277-2001,SEC.24.

IC 23-18-12-1.1
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 23-18-2-12 or IC 23-18-11-10; 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.29.

IC 23-18-12-2
Forms
    Sec. 2. (a) The secretary of state may prescribe and furnish onrequest forms for the following:
        (1) Biennial report forms for domestic and foreign limitedliability companies.
        (2) A foreign limited liability company's application for acertificate of authority to transact business in Indiana.
        (3) A foreign limited liability company's application for acertificate of withdrawal.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.8-1993, SEC.301. Amended by P.L.11-1996,SEC.30.

IC 23-18-12-3
Fees
    Sec. 3. (a) The secretary of state shall collect the following feeswhen the documents described in this section are delivered for filing:
    Document        Electronic        Filing Fee
                Filing Fee    (Other than
                            electronic
                            filing)
        (1) Articles of organization    $75    $90
        (2) Application for use of
            indistinguishable name    $10    $20
        (3) Application for reservation        
            of name    $10    $20
        (4) Application for renewal of
            reservation    $10    $20
        (5) Notice of transfer or cancellation
            of reservation    $10    $20
        (6) Application of registered name    $20    $30
        (7) Application for renewal        
            of registered name    $20    $30
        (8) Certificate of change of registered
            agent's business address    No Fee    No Fee
        (9) Certificate of resignation of agent    No Fee    No Fee
        (10) Articles of amendment    $20    $30
        (11) Restatement of articles of
            organization    $20    $30
        (12) Articles of dissolution    $20    $30
        (13) Application for certificate of
            authority    $75    $90
        (14) Application for amended
            certificate of authority    $20    $30
        (15) Application for certificate of
            withdrawal    $20    $30
        (16) Application for reinstatement
            following administrative
            dissolution    $20    $30
        (17) Articles of correction    $20    $30
        (18) Certificate of change of
            registered agent    No Fee    No Fee
        (19) Application for certificate of
            existence or authorization    $15    $15
        (20) Biennial report    $20    $30        (21) Articles of merger
            involving a domestic limited
            liability company    $75    $90
        (22) Any other document
            required or permitted to be
            filed under this article    $20    $30
        (23) Registration of intent
            to sell sexually explicit materials,
            products, or services        $250
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)(20) for filing a biennialreport is:
        (1) for an electronic filing, ten dollars ($10) per year; or
        (2) for a filing other than an electronic filing, fifteen dollars($15) per year;
to be paid biennially.
    (c) The secretary of state shall collect a fee of $10 each timeprocess is served on the secretary of state under this article. If theparty to a proceeding causing service of process prevails in theproceeding, that party is entitled to recover this fee as costs from thenonprevailing party.
    (d) The secretary of state shall collect the following fees forcopying and certifying the copy of any filed documents relating to adomestic or foreign limited liability company:
        (1) One dollar ($1) per page for copying.
        (2) Fifteen dollars ($15) for certification stamp.
As added by P.L.8-1993, SEC.301. Amended by P.L.11-1996,SEC.31; P.L.277-2001, SEC.25; P.L.60-2007, SEC.6; P.L.92-2008,SEC.2; P.L.106-2008, SEC.53; P.L.1-2009, SEC.132.

IC 23-18-12-4
Effective date of document
    Sec. 4. (a) Except as provided in subsection (b) and section 6(c)of this chapter, a document accepted for filing is effective:
        (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 a time later than the date the document is filed asspecified in the document as its effective time on the date it isfiled.
    (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 the document is filed.
As added by P.L.8-1993, SEC.301.
IC 23-18-12-5
Corrected documents
    Sec. 5. (a) A domestic or foreign limited liability company maycorrect a document filed by the secretary of state if the document:
        (1) contains an incorrect statement; or
        (2) was defectively executed.
    (b) A document is corrected:
        (1) by preparing articles of correction that:
            (A) describe the document, including the filing date, orattach a copy of it to the articles;
            (B) specifies the incorrect statement and the reason it isincorrect or the manner in which the execution wasdefective; and
            (C) corrects the incorrect statement or defective execution;and
        (2) by delivering the articles of correction to the secretary ofstate for filing.
    (c) Articles of correction are effective on the effective date of thedocument being corrected except as to persons reasonably relying onthe uncorrected document and adversely affected by the correction.As to those persons, articles of correction are effective when filed orwhen the reliance ceases to be reasonable, whichever occurs first.
As added by P.L.8-1993, SEC.301.

IC 23-18-12-6
Filing 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 must file the document.
    (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 under IC 23-18-2-13 andIC 23-18-11-10, the secretary of state shall deliver the documentcopy, with the filing fee receipt attached, or acknowledgement ofreceipt if no fee is required, to the domestic or foreign limitedliability company or its representative.
    (c) If the secretary of state refuses to file a document, thesecretary of state shall return the document to the domestic or foreignlimited liability company or its representative not more than ten (10)days after the document was delivered, together with a brief, writtenexplanation of the reason for the 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 orin part;
        (2) relate to the correctness or incorrectness of the 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.8-1993, SEC.301.

IC 23-18-12-7
Refusal to file document; appeal
    Sec. 7. (a) If the secretary of state refuses to file a documentdelivered to the secretary of state for filing, the domestic or foreignlimited liability company may appeal the refusal to the circuit orsuperior court of the county where the limited liability company'sprincipal office, or if there is none in Indiana its registered office, isor will be located. The appeal is commenced by petitioning the courtto compel the filing of the document and by attaching to the petitionthe document and the secretary of state's explanation of the refusalto file.
    (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.8-1993, SEC.301.

IC 23-18-12-8
Certification as conclusive 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.8-1993, SEC.301.

IC 23-18-12-9
Certificate of existence or authorization
    Sec. 9. (a) A person may request the secretary of state to furnisha certificate of existence for a domestic limited liability company ora certificate of authorization for a foreign limited liability company.
    (b) A certificate of existence or authorization sets forth thefollowing:
        (1) The domestic limited liability company's name or theforeign limited liability company's name used in Indiana.
        (2) If a domestic limited liability company:
            (A) that the domestic limited liability company is organizedunder Indiana law;
            (B) the date of its organization; and
            (C) the latest date, if any, on which the limited liabilitycompany is to be dissolved.
        (3) If a foreign limited liability company, that the foreignlimited liability company is authorized to transact business inIndiana.
        (4) That articles of dissolution have not been filed.        (5) 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 limited liability company is in existence or is authorized totransact business in Indiana.
As added by P.L.8-1993, SEC.301.

IC 23-18-12-10
False document; offense
    Sec. 10. A person commits a Class A misdemeanor if the personsigns a document that the person knows is false in a material respectwith the intent that the document be delivered to the secretary ofstate for filing.
As added by P.L.8-1993, SEC.301.

IC 23-18-12-11
Biennial report
    Sec. 11. (a) A domestic limited liability company and a foreignlimited liability company authorized to transact business in Indianamust file with the secretary of state a biennial report that sets forththe following:
        (1) The name of the limited liability company.
        (2) The address of its registered office and the name of itsregistered agent at the office in Indiana.
        (3) The address of its principal office.
    (b) Information in the biennial report must be current as of thedate the biennial report is executed on behalf of the limited liabilitycompany.
    (c) The first biennial report must be delivered to the secretary ofstate in the second year following the calendar year in which adomestic limited liability company was organized or a foreignlimited liability company was authorized to transact business. Thereport is due during the same month as the month in which thelimited liability company was organized or authorized to transactbusiness. Subsequent biennial reports must be delivered to thesecretary of state during the same month every two (2) calendar yearsthereafter. The secretary of state may accept biennial reports duringthe two (2) months before the month the limited liability company'sreport is due.
As added by P.L.8-1993, SEC.301. Amended by P.L.121-1994,SEC.6; P.L.11-1996, SEC.32; P.L.2-1997, SEC.64.