CHAPTER 22. FOREIGN CORPORATIONS
IC 28-1-22
Chapter 22. Foreign Corporations
IC 28-1-22-1
Necessity of certificate of admission
Sec. 1. (a) Any bank, savings bank, trust company, corporatefiduciary, credit union, industrial loan and investment company, orsavings association that:
(1) is organized under the laws of:
(A) any other state (as defined in IC 28-2-17-19);
(B) the United States; or
(C) any other country;
(2) is not domiciled in Indiana; and
(3) is referred to in this chapter as a corporation or foreigncorporation;
shall, before transacting business in this state, obtain a certificate ofadmission to this state from the department, which must be filed withthe secretary of state. A corporation may not do business in Indianaunless a certificate of admission is issued to the corporation by thedepartment.
(b) The activities listed in IC 23-1-49-1(b) do not constitutetransacting business within the meaning of subsection (a). For thepurposes of this section, the list of activities set forth inIC 23-1-49-1(b) is not exhaustive.
(c) Isolated business transactions that are not regular, systematic,or continuing do not constitute the transaction of business undersubsection (a).
(Formerly: Acts 1933, c.40, s.324.) As amended by P.L.263-1985,SEC.84; P.L.262-1995, SEC.49; P.L.171-1996, SEC.8;P.L.192-1997, SEC.5; P.L.213-2007, SEC.43; P.L.217-2007,SEC.41.
IC 28-1-22-2
Authorized business; equality of rights and privileges withdomestic corporations
Sec. 2. (a) No foreign corporation shall be admitted for thepurpose of transacting any kind of business in this state, thetransaction of which by domestic corporation is not permitted by thelaws of this state.
(b) A foreign corporation admitted to do business in this stateshall have the same rights, privileges, and restrictions as domesticcorporations of like character or charter, and to the same extent as ifit had been organized under this article, to transact the business forwhich its certificate of admission is issued.
(Formerly: Acts 1933, c.40, s.325.) As amended by P.L.263-1985,SEC.85; P.L.171-1996, SEC.9.
IC 28-1-22-3
Restrictions on name
Sec. 3. A foreign corporation shall not use or assume a name
which could not be taken by a domestic corporation under theprovisions of IC 28-12-3.
(Formerly: Acts 1933, c.40, s.326.) As amended by P.L.263-1985,SEC.86; P.L.14-1992, SEC.102; P.L.171-1996, SEC.10.
IC 28-1-22-4
Application for admission; fees and supporting documents
Sec. 4. (a) To be admitted to do business in Indiana, a foreigncorporation must file an application for admission in the formprescribed by the director. The application must be accompanied by:
(1) the fees prescribed by the department; and
(2) a copy of its articles of incorporation or association.
(b) The application for admission filed by a foreign corporationmust:
(1) be signed by:
(A) the president or a vice president of the foreigncorporation; and
(B) the secretary or cashier of the foreign corporation;
(2) be verified under oath by the officers signing theapplication; and
(3) include a description of the nature of business that theforeign corporation intends to carry on in Indiana under itsarticles of incorporation or association.
(Formerly: Acts 1933, c.40, s.327.) As amended by P.L.171-1996,SEC.11; P.L.63-2001, SEC.9 and P.L.134-2001, SEC.10.
IC 28-1-22-5
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-6
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-7
Application for admission; filing with secretary of state; certificateof admission; issuance; contents
Sec. 7. Upon submission of a foreign corporation's application foradmission, the department shall issue to the foreign corporation acertificate of admission, which shall be filed with the secretary ofstate. The secretary of state shall file one (1) copy of the certificateof admission issued by the department and shall issue to thecorporation an original and a duplicate certificate of admission. Thecertificate of admission issued by the secretary of state must set forththe name of the corporation and the state or country where it wasincorporated.
(Formerly: Acts 1933, c.40, s.330.) As amended by P.L.171-1996,SEC.12; P.L.63-2001, SEC.10 and P.L.134-2001, SEC.11.
IC 28-1-22-8 Effect of certificate of admission
Sec. 8. A foreign corporation that has been issued a certificate ofadmission by the secretary of state shall be admitted and shall haveauthority to transact the business set forth in the certificate.
(Formerly: Acts 1933, c.40, s.331.) As amended by P.L.263-1985,SEC.88; P.L.171-1996, SEC.13; P.L.11-1998, SEC.2.
IC 28-1-22-9
Repealed
(Repealed by P.L.11-1998, SEC.24.)
IC 28-1-22-10
Premature transaction of business; personal liability of officers anddirectors
Sec. 10. If a foreign corporation transacts business in this statebefore it has received the approval of the department, the officers anddirectors of the corporation shall be severally liable for the liabilitiesof the corporation that result from the corporation's transaction ofbusiness in Indiana.
(Formerly: Acts 1933, c.40, s.333.) As amended by P.L.171-1996,SEC.15; P.L.11-1998, SEC.3.
IC 28-1-22-11
Investigation
Sec. 11. The department shall have power to investigate allforeign corporations with respect to the character of business inwhich such corporations propose to engage in Indiana.
(Formerly: Acts 1933, c.40, s.334; Acts 1945, c.348, s.25.) Asamended by P.L.171-1996, SEC.16.
IC 28-1-22-12
Affidavit stating location of principal office and name of agent forservice of process
Sec. 12. A foreign corporation admitted to do business in this stateshall keep on file with the secretary of state an affidavit setting forththe location of its principal office in this state, and the name of aperson who serves as its agent or representative on whom legalprocess may be served.
(Formerly: Acts 1933, c.40, s.335.) As amended by P.L.171-1996,SEC.17.
IC 28-1-22-13
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-14
Repealed
(Repealed by P.L.63-2001, SEC.30 and P.L.134-2001, SEC.32.)
IC 28-1-22-15 Change of business; amended certificate of admission
Sec. 15. A foreign corporation admitted to do business in this statemay alter or enlarge the nature of the business which it is authorizedto transact in this state under its articles of incorporation orassociation or by any amendments by obtaining an amendedcertificate of admission from the department.
(Formerly: Acts 1933, c.40, s.338.) As amended by P.L.171-1996,SEC.19.
IC 28-1-22-16
Application for amended certificate of admission
Sec. 16. A foreign corporation may obtain an amended certificateif it files with the department an application for an amendedcertificate of admission, setting forth the change in the nature of thebusiness it intends to carry on in this state. The application shall besigned by the president or a vice president and by the secretary orcashier of the corporation.
(Formerly: Acts 1933, c.40, s.339.) As amended by P.L.171-1996,SEC.20.
IC 28-1-22-17
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-18
Issuance of amended certificate of admission
Sec. 18. Upon submission of an application for an amendedcertificate of admission, the department shall issue an amendedcertificate of admission, which shall be filed with the secretary ofstate. The secretary of state shall file one (1) copy of the amendedcertificate of admission issued by the department and shall issue tothe corporation an original and a duplicate amended certificate ofadmission.
(Formerly: Acts 1933, c.40, s.341.) As amended by P.L.171-1996,SEC.21; P.L.63-2001, SEC.11 and P.L.134-2001, SEC.12.
IC 28-1-22-19
Effect of amended certificate of admission
Sec. 19. A foreign corporation that has been issued an amendedcertificate of admission by the secretary of state shall have authorityto transact in this state the business set forth in the certificate.
(Formerly: Acts 1933, c.40, s.342.) As amended by P.L.263-1985,SEC.92; P.L.171-1996, SEC.22; P.L.11-1998, SEC.4.
IC 28-1-22-20
Change of business before approval; personal liability of officersand directors
Sec. 20. If a foreign corporation changes the nature of thebusiness it transacts in Indiana before the business receives thedepartment's approval, the officers and directors of such corporation
shall be severally liable for the liabilities of the corporation thatresult from the corporation's transaction of that business in Indiana.
(Formerly: Acts 1933, c.40, s.343.) As amended by P.L.263-1985,SEC.93; P.L.14-1992, SEC.105; P.L.171-1996, SEC.23;P.L.11-1998, SEC.5.
IC 28-1-22-21
Statement of withdrawal
Sec. 21. A foreign corporation may surrender its certificate ofadmission by filing a statement of withdrawal with the departmentand the secretary of state.
(Formerly: Acts 1933, c.40, s.344.) As amended by P.L.171-1996,SEC.24.
IC 28-1-22-22
Form; actions not affected
Sec. 22. The statement of withdrawal of a foreign corporationshall be in the form prescribed by the department. The filing of thestatement does not affect:
(1) any action by or against the corporation that is pending atthe time of the filing; or
(2) any right of action in favor of or against the corporationexisting at or before the time of the filing.
(Formerly: Acts 1933, c.40, s.345.) As amended by P.L.263-1985,SEC.94; P.L.14-1992, SEC.106; P.L.171-1996, SEC.25.
IC 28-1-22-23
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-24
Revocation of certificate of admission
Sec. 24. The certificate of admission of any foreign corporationadmitted to do business in this state may be revoked at any time bythe department:
(1) upon the failure of the corporation for thirty (30) days toappoint and maintain an agent in this state upon whom serviceof legal process may be had;
(2) upon the failure of the corporation for thirty (30) days tokeep on file in the office of the secretary of state dulyauthenticated copies of each instrument amending its articles ofincorporation;
(3) upon the failure of the corporation for thirty (30) days to filefor record in the office of a county recorder the certificate ofadmission or any amended certificate of admission as providedby this article;
(4) upon the failure, neglect, or refusal of the corporation forthirty (30) days to pay any fee required by the laws of this state;or
(5) for willful misrepresentation of any material matter in any
application, statement, affidavit, or other paper filed by suchcorporation pursuant to this article.
(Formerly: Acts 1933, c.40, s.347.) As amended by P.L.263-1985,SEC.95; P.L.171-1996, SEC.26.
IC 28-1-22-25
Duties of department upon revocation
Sec. 25. (a) A certificate of admission of a foreign corporation isrevoked when the department:
(1) serves a certificate of revocation upon the corporation at itsprincipal office in Indiana; and
(2) files a copy of the certificate of revocation with:
(A) the secretary of state; and
(B) the county recorder of the county in which the principaloffice of the corporation in Indiana is located.
(b) Upon the serving of a certificate of revocation by thedepartment, the authority of the corporation to transact business inthis state shall cease, and the corporation shall not transact anybusiness in this state.
(Formerly: Acts 1933, c.40, s.348.) As amended by P.L.171-1996,SEC.27.
IC 28-1-22-26
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-27
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-28
Transaction of business without certificate; offenses; remedies
Sec. 28. (a) No foreign corporation transacting business in thisstate without procuring a certificate of admission, or, if such acertificate has been procured, after its certificate of admission hasbeen withdrawn or revoked, shall maintain any suit, action orproceeding in any of the courts of this state upon any demand,whether arising out of contract or tort; and every such corporation sotransacting business shall be liable in an amount not exceeding tenthousand dollars ($10,000), in an action by the attorney general inany county in which the business was transacted.
(b) If any foreign corporation shall transact business in this statewithout procuring a certificate of admission, or, if a certificate hasbeen procured, after its certificate has been withdrawn or revoked, orshall transact any business not authorized by such certificate, suchcorporation shall not be entitled to maintain any suit or action at lawor in equity upon any claim, legal or equitable, whether arising outof contract or tort, in any court in this state; and it shall be the dutyof the attorney general, upon being advised that any foreigncorporation is so transacting business in this state, to bring an action
in the circuit court of Marion County for an injunction to restrain itfrom transacting unauthorized business and for the annulment of itscertificate of admission, if one has been procured.
(Formerly: Acts 1933, c.40, s.351.) As amended by Acts 1978, P.L.2,SEC.2812; P.L.171-1996, SEC.28.