IC 23-1.5-2-1 Application of IC 23-1
Sec. 1. IC 23-1 applies to professional corporations formed under
this article. However, in the event of a conflict between this article
and IC 23-1, this article applies. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-2 Performance of administrative functions by bureaus
Sec. 2. All administrative functions, duties, and responsibilities
assigned by this article to any licensing authority shall be performed
by the appropriate bureau. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-3 Formation of professional corporations; authorization of
investments; admission of foreign professional corporations
Sec. 3. (a) Except as provided in subsections (c) and (d) and
IC 25-2.1-5, a professional corporation may be formed to render
professional services as follows:
(1) One (1) or more accounting professionals may form a
professional corporation to render services that may legally be
performed only by an accounting professional.
(2) One (1) or more architectural or engineering professionals
may form a professional corporation to render services that may
legally be performed only by an architectural or engineering
professional.
(3) One (1) or more attorneys may form a professional
corporation to render services that may legally be performed
only by an attorney.
(4) One (1) or more health care professionals may form a
professional corporation to render services that may legally be
performed only by a health care professional.
(5) One (1) or more veterinarians may form a professional
corporation to render services that may legally be performed
only by a veterinarian.
(6) One (1) or more real estate professionals may form a
professional corporation to render services that may legally be
performed only by a real estate professional.
(b) A foreign professional corporation may be admitted to render
professional services in Indiana by complying with IC 23-1.5-5.
(c) A domestic professional corporation or a foreign professional
corporation admitted to render professional services in Indiana:
(1) shall have at least one (1) shareholder who is licensed in
Indiana; and
(2) may have at least one (1) shareholder who is licensed under
the laws of another state to render similar professional services.
(d) In addition to the professional services permitted by its articles
of incorporation, a professional corporation may invest its funds in
any type of investment not prohibited by law. As added by P.L.239-1983, SEC.1. Amended by P.L.229-1995,
SEC.5; P.L.34-1997, SEC.3; P.L.128-2001, SEC.1.
IC 23-1.5-2-4 Qualifications of directors and officers
Sec. 4. The directors of a professional corporation and all the
officers other than the secretary and the treasurer must be qualified
persons with respect to the corporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-5 Persons rendering professional services; licensing
Sec. 5. (a) A professional corporation may render professional
services only through individuals permitted to render such services
in Indiana. However, individuals who are not usually and ordinarily
considered by custom and practice to be rendering professional
services (such as clerks, bookkeepers, and technicians) are not
required to be licensed to perform their services.
(b) A licensed individual acting in his individual capacity may
render professional services, even though the individual may be a
shareholder, director, officer, employee, or agent of a professional
corporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-6 Liability of corporation, shareholders, and persons rendering
professional services
Sec. 6. (a) An individual who renders professional services as an
employee of a professional corporation is liable for any negligent or
wrongful act or omission in which he personally participates to the
same extent as if he rendered such services as a sole practitioner.
(b) An individual who renders professional services as an
employee of a professional corporation is liable for the conduct of
other employees of the professional corporation under his direction
or control to the same extent a sole practitioner would be so liable.
(c) A corporation whose employees perform professional services
within the scope of their employment or of their apparent authority
to act for the corporation is liable to the same extent as its
employees.
(d) Except as otherwise provided by statute or by rule of the
licensing authority, the personal liability of a shareholder of a
professional corporation is no greater in any respect than that of a
shareholder of a corporation organized under IC 23-1. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-7 Relationship of patient or client to corporation or person
performing professional services; privileged communications
Sec. 7. (a) The relationship between an individual performing
professional services as an employee of a professional corporation
and a client or patient is the same as if the individual performed such
services as a sole practitioner.
(b) The relationship between a professional corporation
performing professional services and the client or patient is the same
as between the client or patient and the individual performing the
services.
(c) A privilege applicable to communications between a person
rendering professional services and the person receiving such
services recognized under Indiana law remains inviolate and extends
to a professional corporation and its employees in all cases in which
it applies to communications between an individual rendering
professional services on behalf of the corporation and the person
receiving such services. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-8 Corporate name
Sec. 8. (a) The corporate name of every professional corporation
organized under this article:
(1) must include the words "Professional Services Corporation"
or "Professional Corporation" or an abbreviation of these
words;
(2) may not contain any word or phrase that indicates or implies
any purpose or power not possessed by corporations
organizable under this article; and
(3) may not contain any word or phrase that indicates that it is
organized for any purpose other than that listed in the articles
of incorporation.
In addition, only a professional corporation in which all shareholders
are physicians licensed under IC 25-22.5 may use the term "medical"
in its corporate name.
(b) A licensing authority may by rule adopt further requirements
than those specified in subsection (a) as to the names of professional
corporations organized under this article. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-9 Certificates of registration and incorporation; issuance
Sec. 9. (a) The secretary of state may issue a certificate of
incorporation under this article only if a certificate of registration has
first been obtained as provided by this section.
(b) Application for a certificate of registration:
(1) shall be made to the bureau in writing; and
(2) must contain the name and address of the proposed
corporation and such other information as may be required by
a licensing authority.
(c) Upon receipt of the application, the licensing authority shall
review the application and make such investigation of the proposed
corporation as it considers necessary. If the licensing authority finds
that:
(1) the directors and shareholders are properly licensed in
compliance with statute and the rules of the licensing authority;
and
(2) the corporation will be organized in compliance with statute
and with the rules of the licensing authority;
the licensing authority shall certify to the bureau that a certificate of
registration should be issued. When the bureau has received approval
from the appropriate licensing authorities, the bureau shall issue,
upon payment of a registration fee of twenty-five dollars ($25), a
certificate of registration.
(d) The incorporators shall present the certificate of registration
to the secretary of state at the time the articles of incorporation are
presented for filing.
(e) The secretary of state shall issue a certificate of incorporation
within sixty (60) days after the date the articles of incorporation are
filed, if he finds that the articles of incorporation conform to law.
(f) After the articles of incorporation are approved, the secretary
of state shall:
(1) place his endorsement on the certificate of registration; and
(2) return to the incorporators the certificate of registration and
the certificate of incorporation, along with all accompanying
documents.
(g) The certificate of registration takes effect upon the issuance of
the certificate of incorporation by the secretary of state, and remains
in effect until January 31 following the date of incorporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-10 Certificate of registration; renewal
Sec. 10. (a) The certificate of registration must be renewed
biennially before January 31 of even numbered years. The holder of
the certificate of registration must apply for renewal by submitting
to the bureau:
(1) a written application upon a form prescribed by the bureau;
and
(2) a fee of twenty dollars ($20).
(b) The licensing authority shall submit its approval to the bureau
for the renewal of the certificate of registration if the licensing
authority finds that the corporation has complied with:
(1) this chapter; and
(2) the rules of the licensing authority. As added by P.L.239-1983, SEC.1. Amended by P.L.152-1988,
SEC.4.
IC 23-1.5-2-11
Repealed
(Repealed by P.L.34-1997, SEC.26.) IC 23-1.5-2-11.1 Biennial report
Sec. 11.1. A professional corporation must file a biennial report
under IC 23-1. As added by P.L.34-1997, SEC.4.
IC 23-1.5-2-1 Application of IC 23-1
Sec. 1. IC 23-1 applies to professional corporations formed under
this article. However, in the event of a conflict between this article
and IC 23-1, this article applies. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-2 Performance of administrative functions by bureaus
Sec. 2. All administrative functions, duties, and responsibilities
assigned by this article to any licensing authority shall be performed
by the appropriate bureau. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-3 Formation of professional corporations; authorization of
investments; admission of foreign professional corporations
Sec. 3. (a) Except as provided in subsections (c) and (d) and
IC 25-2.1-5, a professional corporation may be formed to render
professional services as follows:
(1) One (1) or more accounting professionals may form a
professional corporation to render services that may legally be
performed only by an accounting professional.
(2) One (1) or more architectural or engineering professionals
may form a professional corporation to render services that may
legally be performed only by an architectural or engineering
professional.
(3) One (1) or more attorneys may form a professional
corporation to render services that may legally be performed
only by an attorney.
(4) One (1) or more health care professionals may form a
professional corporation to render services that may legally be
performed only by a health care professional.
(5) One (1) or more veterinarians may form a professional
corporation to render services that may legally be performed
only by a veterinarian.
(6) One (1) or more real estate professionals may form a
professional corporation to render services that may legally be
performed only by a real estate professional.
(b) A foreign professional corporation may be admitted to render
professional services in Indiana by complying with IC 23-1.5-5.
(c) A domestic professional corporation or a foreign professional
corporation admitted to render professional services in Indiana:
(1) shall have at least one (1) shareholder who is licensed in
Indiana; and
(2) may have at least one (1) shareholder who is licensed under
the laws of another state to render similar professional services.
(d) In addition to the professional services permitted by its articles
of incorporation, a professional corporation may invest its funds in
any type of investment not prohibited by law. As added by P.L.239-1983, SEC.1. Amended by P.L.229-1995,
SEC.5; P.L.34-1997, SEC.3; P.L.128-2001, SEC.1.
IC 23-1.5-2-4 Qualifications of directors and officers
Sec. 4. The directors of a professional corporation and all the
officers other than the secretary and the treasurer must be qualified
persons with respect to the corporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-5 Persons rendering professional services; licensing
Sec. 5. (a) A professional corporation may render professional
services only through individuals permitted to render such services
in Indiana. However, individuals who are not usually and ordinarily
considered by custom and practice to be rendering professional
services (such as clerks, bookkeepers, and technicians) are not
required to be licensed to perform their services.
(b) A licensed individual acting in his individual capacity may
render professional services, even though the individual may be a
shareholder, director, officer, employee, or agent of a professional
corporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-6 Liability of corporation, shareholders, and persons rendering
professional services
Sec. 6. (a) An individual who renders professional services as an
employee of a professional corporation is liable for any negligent or
wrongful act or omission in which he personally participates to the
same extent as if he rendered such services as a sole practitioner.
(b) An individual who renders professional services as an
employee of a professional corporation is liable for the conduct of
other employees of the professional corporation under his direction
or control to the same extent a sole practitioner would be so liable.
(c) A corporation whose employees perform professional services
within the scope of their employment or of their apparent authority
to act for the corporation is liable to the same extent as its
employees.
(d) Except as otherwise provided by statute or by rule of the
licensing authority, the personal liability of a shareholder of a
professional corporation is no greater in any respect than that of a
shareholder of a corporation organized under IC 23-1. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-7 Relationship of patient or client to corporation or person
performing professional services; privileged communications
Sec. 7. (a) The relationship between an individual performing
professional services as an employee of a professional corporation
and a client or patient is the same as if the individual performed such
services as a sole practitioner.
(b) The relationship between a professional corporation
performing professional services and the client or patient is the same
as between the client or patient and the individual performing the
services.
(c) A privilege applicable to communications between a person
rendering professional services and the person receiving such
services recognized under Indiana law remains inviolate and extends
to a professional corporation and its employees in all cases in which
it applies to communications between an individual rendering
professional services on behalf of the corporation and the person
receiving such services. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-8 Corporate name
Sec. 8. (a) The corporate name of every professional corporation
organized under this article:
(1) must include the words "Professional Services Corporation"
or "Professional Corporation" or an abbreviation of these
words;
(2) may not contain any word or phrase that indicates or implies
any purpose or power not possessed by corporations
organizable under this article; and
(3) may not contain any word or phrase that indicates that it is
organized for any purpose other than that listed in the articles
of incorporation.
In addition, only a professional corporation in which all shareholders
are physicians licensed under IC 25-22.5 may use the term "medical"
in its corporate name.
(b) A licensing authority may by rule adopt further requirements
than those specified in subsection (a) as to the names of professional
corporations organized under this article. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-9 Certificates of registration and incorporation; issuance
Sec. 9. (a) The secretary of state may issue a certificate of
incorporation under this article only if a certificate of registration has
first been obtained as provided by this section.
(b) Application for a certificate of registration:
(1) shall be made to the bureau in writing; and
(2) must contain the name and address of the proposed
corporation and such other information as may be required by
a licensing authority.
(c) Upon receipt of the application, the licensing authority shall
review the application and make such investigation of the proposed
corporation as it considers necessary. If the licensing authority finds
that:
(1) the directors and shareholders are properly licensed in
compliance with statute and the rules of the licensing authority;
and
(2) the corporation will be organized in compliance with statute
and with the rules of the licensing authority;
the licensing authority shall certify to the bureau that a certificate of
registration should be issued. When the bureau has received approval
from the appropriate licensing authorities, the bureau shall issue,
upon payment of a registration fee of twenty-five dollars ($25), a
certificate of registration.
(d) The incorporators shall present the certificate of registration
to the secretary of state at the time the articles of incorporation are
presented for filing.
(e) The secretary of state shall issue a certificate of incorporation
within sixty (60) days after the date the articles of incorporation are
filed, if he finds that the articles of incorporation conform to law.
(f) After the articles of incorporation are approved, the secretary
of state shall:
(1) place his endorsement on the certificate of registration; and
(2) return to the incorporators the certificate of registration and
the certificate of incorporation, along with all accompanying
documents.
(g) The certificate of registration takes effect upon the issuance of
the certificate of incorporation by the secretary of state, and remains
in effect until January 31 following the date of incorporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-10 Certificate of registration; renewal
Sec. 10. (a) The certificate of registration must be renewed
biennially before January 31 of even numbered years. The holder of
the certificate of registration must apply for renewal by submitting
to the bureau:
(1) a written application upon a form prescribed by the bureau;
and
(2) a fee of twenty dollars ($20).
(b) The licensing authority shall submit its approval to the bureau
for the renewal of the certificate of registration if the licensing
authority finds that the corporation has complied with:
(1) this chapter; and
(2) the rules of the licensing authority. As added by P.L.239-1983, SEC.1. Amended by P.L.152-1988,
SEC.4.
IC 23-1.5-2-11
Repealed
(Repealed by P.L.34-1997, SEC.26.) IC 23-1.5-2-11.1 Biennial report
Sec. 11.1. A professional corporation must file a biennial report
under IC 23-1. As added by P.L.34-1997, SEC.4.
IC 23-1.5-2-1 Application of IC 23-1
Sec. 1. IC 23-1 applies to professional corporations formed under
this article. However, in the event of a conflict between this article
and IC 23-1, this article applies. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-2 Performance of administrative functions by bureaus
Sec. 2. All administrative functions, duties, and responsibilities
assigned by this article to any licensing authority shall be performed
by the appropriate bureau. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-3 Formation of professional corporations; authorization of
investments; admission of foreign professional corporations
Sec. 3. (a) Except as provided in subsections (c) and (d) and
IC 25-2.1-5, a professional corporation may be formed to render
professional services as follows:
(1) One (1) or more accounting professionals may form a
professional corporation to render services that may legally be
performed only by an accounting professional.
(2) One (1) or more architectural or engineering professionals
may form a professional corporation to render services that may
legally be performed only by an architectural or engineering
professional.
(3) One (1) or more attorneys may form a professional
corporation to render services that may legally be performed
only by an attorney.
(4) One (1) or more health care professionals may form a
professional corporation to render services that may legally be
performed only by a health care professional.
(5) One (1) or more veterinarians may form a professional
corporation to render services that may legally be performed
only by a veterinarian.
(6) One (1) or more real estate professionals may form a
professional corporation to render services that may legally be
performed only by a real estate professional.
(b) A foreign professional corporation may be admitted to render
professional services in Indiana by complying with IC 23-1.5-5.
(c) A domestic professional corporation or a foreign professional
corporation admitted to render professional services in Indiana:
(1) shall have at least one (1) shareholder who is licensed in
Indiana; and
(2) may have at least one (1) shareholder who is licensed under
the laws of another state to render similar professional services.
(d) In addition to the professional services permitted by its articles
of incorporation, a professional corporation may invest its funds in
any type of investment not prohibited by law. As added by P.L.239-1983, SEC.1. Amended by P.L.229-1995,
SEC.5; P.L.34-1997, SEC.3; P.L.128-2001, SEC.1.
IC 23-1.5-2-4 Qualifications of directors and officers
Sec. 4. The directors of a professional corporation and all the
officers other than the secretary and the treasurer must be qualified
persons with respect to the corporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-5 Persons rendering professional services; licensing
Sec. 5. (a) A professional corporation may render professional
services only through individuals permitted to render such services
in Indiana. However, individuals who are not usually and ordinarily
considered by custom and practice to be rendering professional
services (such as clerks, bookkeepers, and technicians) are not
required to be licensed to perform their services.
(b) A licensed individual acting in his individual capacity may
render professional services, even though the individual may be a
shareholder, director, officer, employee, or agent of a professional
corporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-6 Liability of corporation, shareholders, and persons rendering
professional services
Sec. 6. (a) An individual who renders professional services as an
employee of a professional corporation is liable for any negligent or
wrongful act or omission in which he personally participates to the
same extent as if he rendered such services as a sole practitioner.
(b) An individual who renders professional services as an
employee of a professional corporation is liable for the conduct of
other employees of the professional corporation under his direction
or control to the same extent a sole practitioner would be so liable.
(c) A corporation whose employees perform professional services
within the scope of their employment or of their apparent authority
to act for the corporation is liable to the same extent as its
employees.
(d) Except as otherwise provided by statute or by rule of the
licensing authority, the personal liability of a shareholder of a
professional corporation is no greater in any respect than that of a
shareholder of a corporation organized under IC 23-1. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-7 Relationship of patient or client to corporation or person
performing professional services; privileged communications
Sec. 7. (a) The relationship between an individual performing
professional services as an employee of a professional corporation
and a client or patient is the same as if the individual performed such
services as a sole practitioner.
(b) The relationship between a professional corporation
performing professional services and the client or patient is the same
as between the client or patient and the individual performing the
services.
(c) A privilege applicable to communications between a person
rendering professional services and the person receiving such
services recognized under Indiana law remains inviolate and extends
to a professional corporation and its employees in all cases in which
it applies to communications between an individual rendering
professional services on behalf of the corporation and the person
receiving such services. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-8 Corporate name
Sec. 8. (a) The corporate name of every professional corporation
organized under this article:
(1) must include the words "Professional Services Corporation"
or "Professional Corporation" or an abbreviation of these
words;
(2) may not contain any word or phrase that indicates or implies
any purpose or power not possessed by corporations
organizable under this article; and
(3) may not contain any word or phrase that indicates that it is
organized for any purpose other than that listed in the articles
of incorporation.
In addition, only a professional corporation in which all shareholders
are physicians licensed under IC 25-22.5 may use the term "medical"
in its corporate name.
(b) A licensing authority may by rule adopt further requirements
than those specified in subsection (a) as to the names of professional
corporations organized under this article. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-9 Certificates of registration and incorporation; issuance
Sec. 9. (a) The secretary of state may issue a certificate of
incorporation under this article only if a certificate of registration has
first been obtained as provided by this section.
(b) Application for a certificate of registration:
(1) shall be made to the bureau in writing; and
(2) must contain the name and address of the proposed
corporation and such other information as may be required by
a licensing authority.
(c) Upon receipt of the application, the licensing authority shall
review the application and make such investigation of the proposed
corporation as it considers necessary. If the licensing authority finds
that:
(1) the directors and shareholders are properly licensed in
compliance with statute and the rules of the licensing authority;
and
(2) the corporation will be organized in compliance with statute
and with the rules of the licensing authority;
the licensing authority shall certify to the bureau that a certificate of
registration should be issued. When the bureau has received approval
from the appropriate licensing authorities, the bureau shall issue,
upon payment of a registration fee of twenty-five dollars ($25), a
certificate of registration.
(d) The incorporators shall present the certificate of registration
to the secretary of state at the time the articles of incorporation are
presented for filing.
(e) The secretary of state shall issue a certificate of incorporation
within sixty (60) days after the date the articles of incorporation are
filed, if he finds that the articles of incorporation conform to law.
(f) After the articles of incorporation are approved, the secretary
of state shall:
(1) place his endorsement on the certificate of registration; and
(2) return to the incorporators the certificate of registration and
the certificate of incorporation, along with all accompanying
documents.
(g) The certificate of registration takes effect upon the issuance of
the certificate of incorporation by the secretary of state, and remains
in effect until January 31 following the date of incorporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-2-10 Certificate of registration; renewal
Sec. 10. (a) The certificate of registration must be renewed
biennially before January 31 of even numbered years. The holder of
the certificate of registration must apply for renewal by submitting
to the bureau:
(1) a written application upon a form prescribed by the bureau;
and
(2) a fee of twenty dollars ($20).
(b) The licensing authority shall submit its approval to the bureau
for the renewal of the certificate of registration if the licensing
authority finds that the corporation has complied with:
(1) this chapter; and
(2) the rules of the licensing authority. As added by P.L.239-1983, SEC.1. Amended by P.L.152-1988,
SEC.4.
IC 23-1.5-2-11
Repealed
(Repealed by P.L.34-1997, SEC.26.) IC 23-1.5-2-11.1 Biennial report
Sec. 11.1. A professional corporation must file a biennial report
under IC 23-1. As added by P.L.34-1997, SEC.4.
