IC 23-1-18-1 Requirements for documents; filing fee
Sec. 1. (a) A document must satisfy the requirements of this
section, and of any other section that adds to or varies these
requirements, to be entitled to filing by the secretary of state.
(b) This article must require or permit filing the document in the
office of the secretary of state.
(c) The document must contain the information required by this
article. It may contain other information as well.
(d) The document must be legible, typewritten or printed or, if
electronically transmitted, in a format that can be retrieved in a
reproduced or typewritten form, and otherwise suitable for
processing.
(e) The document must be in the English language. A corporate
name need not be in English if written in English letters or Arabic or
Roman numerals, and the certificate of existence required of foreign
corporations need not be in English if accompanied by a reasonably
authenticated English translation.
(f) The document must be signed:
(1) by the chairman of the board of directors of the domestic or
foreign corporation or by any of its officers;
(2) if directors have not been selected or the corporation has not
been formed, by an incorporator;
(3) if the corporation is in the hands of a receiver, trustee, or
other court appointed fiduciary, by that fiduciary; or
(4) for purpose of annual or biennial reports, by:
(A) a registered agent;
(B) a certified public accountant; or
(C) an attorney;
employed by the business entity.
(g) Except as provided in subsection (m), the person signing the
document shall sign it and state beneath or opposite the signature the
person's name and the capacity in which the document is signed. A
signature on a document authorized to be filed under this article may
be:
(1) a facsimile; or
(2) made by an attorney in fact.
(h) A power of attorney relating to the signing of a document
authorized to be filed under this article by an attorney in fact may but
is not required to be:
(1) sworn to, verified, or acknowledged;
(2) signed in the presence of a notary public;
(3) filed with the secretary of state; or
(4) included in another written agreement.
However, the power of attorney must be retained in the records of the
corporation.
(i) A document authorized to be filed under this article may but is
not required to contain:
(1) the corporate seal;
(2) an attestation by the secretary or an assistant secretary; and
(3) an acknowledgment, verification, or proof.
(j) If the secretary of state has prescribed a mandatory form for
the document under section 2 of this chapter, the document must be
in or on the prescribed form.
(k) The document must be delivered to the office of the secretary
of state for filing as described in section 1.1 of this chapter and the
correct filing fee must be paid in the manner and form required by
the secretary of state.
(l) 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, charge
card, or similar method, the liability is not finally discharged until
the secretary of state receives payment or credit from the institution
responsible for making the payment or credit. The secretary of state
may contract with a bank or credit card vendor for acceptance of
bank or credit cards. However, if there is a vendor transaction charge
or discount fee, whether billed to the secretary of state or charged
directly to the secretary of state's account, the secretary of state or the
credit card vendor may collect from the person using the bank or
credit card a fee that may not exceed the highest transaction charge
or discount fee charged to the secretary of state by the bank or credit
card vendor during the most recent collection period. This fee may
be collected regardless of any agreement between the bank and a
credit card vendor or regardless of any internal policy of the credit
card vendor that may prohibit this type of fee. The fee is a permitted
additional charge under IC 24-4.5-3-202.
(m) A signature on a document that is transmitted and filed
electronically is sufficient if the person transmitting and filing the
document:
(1) has the intent to file the document as evidenced by a symbol
executed or adopted by a party with present intention to
authenticate the filing; and
(2) enters the filing party's name on the electronic form in a
signature box or other place indicated by the secretary of state.
(n) As used in this subsection, "filed document'' means a
document filed with the secretary of state under any provision of this
title except for IC 23-1-49 or IC 23-1-53-3. As used in this
subsection, "plan" means a plan of domestication, nonprofit
conversion, entity conversion, merger, or share exchange. Whenever
a provision under this article permits any of the terms of a plan or a
filed document to be dependent on facts objectively ascertainable
outside the plan or filed document, the following apply:
(1) The manner in which the facts will operate upon the terms
of the plan or filed document:
(A) shall be set forth in the plan or filed document; and
(B) shall state the manner in which the facts shall become
operative.
(2) The facts may include, but are not limited to:
(A) any of the following that is available in a nationally
recognized news or information medium either in print or
electronically:
(i) Statistical or market indices.
(ii) Market prices of any security or group of securities.
(iii) Interest rates.
(iv) Currency exchange rates.
(v) Similar economic or financial data;
(B) a determination or action by any person or body,
including the corporation or any other party to a plan or filed
document; or
(C) the terms of, or actions taken under, an agreement to
which the corporation is a party, or any other agreement or
document.
(3) The following provisions of a plan or filed document may
not be made dependent on facts outside the plan or filed
document:
(A) The name and address of any person required in a filed
document.
(B) The registered office of any entity required in a filed
document.
(C) The registered agent of any entity required in a filed
document.
(D) The number of authorized shares and designation of
each class or series of shares.
(E) The effective date of a filed document.
(F) Any required statement in a filed document of the date
on which the underlying transaction was approved or the
manner in which that approval was given.
(4) If a provision of a plan or filed document is made dependent
on a fact ascertainable outside the plan or filed document, and
that fact is not ascertainable by reference to a source described
in subdivision (2)(A) or a document that is a matter of public
record, or the affected shareholders have not received notice of
the fact from the corporation, the corporation shall file with the
secretary of state articles of amendment setting forth the fact
promptly after the time the fact referred to is first ascertainable
or changes. Articles of amendment under this subdivision:
(A) are considered to be authorized by the authorization of
the original plan or filed document or plan to which the
articles of amendment relate; and
(B) may be filed by the corporation without further action by
the board of directors or the shareholders. As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,
SEC.1; P.L.11-1996, SEC.8; P.L.277-2001, SEC.1; P.L.178-2005,
SEC.1; P.L.130-2006, SEC.2; P.L.133-2009, SEC.2.
IC 23-1-18-1.1 Copies of documents delivered for filing
Sec. 1.1. (a) For purposes of this article, except for a biennial
report filed under IC 23-1-53-4, a document is delivered for filing if
the document is transferred to the secretary of state by hand, mail,
telecopy, facsimile, or other form of electronic transmission meeting
the requirements established by the secretary of state.
(b) If a document is delivered for filing by hand or mail, the
document must be accompanied by:
(1) two (2) exact or conformed copies of a document filed under
IC 23-1-24-3 or IC 23-1-49-9; or
(2) one (1) exact or conformed copy of any other document
filed under this article.
(c) The office of the secretary of state shall create any copies of
a document delivered by telecopy, facsimile, or other form of
electronic transmission that are required for distribution under this
article. As added by P.L.228-1995, SEC.2.
IC 23-1-18-2 Forms
Sec. 2. (a) The secretary of state may prescribe and furnish on
request forms for:
(1) a foreign corporation's application for a certificate of
authority to transact business in this state;
(2) a foreign corporation's application for a certificate of
withdrawal; and
(3) the biennial reports.
If the secretary of state requires and the form so states, use of these
forms is mandatory.
(b) The secretary of state may prescribe and furnish on request
forms for other documents required or permitted to be filed by this
article but their use is not mandatory. As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,
SEC.3; P.L.11-1996, SEC.9.
IC 23-1-18-3 Fees
Sec. 3. (a) The secretary of state shall collect the following fees
when the documents described in this subsection are delivered to the
secretary of state for filing:
Document Electronic Fee
Filing Fee (Other than
electronic
filing)
(1) Articles of incorporation $75 $90
(2) Application for use of
indistinguishable name $10 $20
(3) Application for reserved name $10 $20
(4) Application for renewal
of reservation $10 $20
(5) Notice of transfer of
reserved name $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 $20 $30
With amendment of articles $20 $30
(13) Articles of merger or share
exchange $75 $90
(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
dissolution No Fee No Fee
(20) Application for certificate of
authority $75 $90
(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) Biennial report $20 $30
(25) Articles of correction $20 $30
(26) Application for certificate
of existence or authorization $15 $15
(27) Any other document
required or permitted to
be filed by this article,
including an application
for any other certificates
or certification certificate
(except for any such other
certificates that the secretary
of state may determine to
issue without additional fee
in connection with particular
filings) and a request for
other facts of record under
section 9(b)(6) of this
chapter $20 $30
The secretary of state shall prescribe the electronic means of filing
documents to which the electronic filing fees set forth in this section
apply.
(b) The fee set forth in subsection (a)(24) for filing a biennial
report is:
(1) fifteen dollars ($15) per year, for a filing in writing,
including facsimile; and
(2) ten dollars ($10) per year, for a filing by electronic means;
to be paid biennially.
(c) The secretary of state shall collect a fee of ten dollars ($10)
each time process is served on the secretary of state under this
article. If the party to a proceeding causing service of process
prevails in the proceeding, then that party is entitled to recover this
fee as costs from the nonprevailing party.
(d) The secretary of state shall collect the following fees for
copying and certifying the copy of any filed document relating to a
domestic or foreign corporation:
(1) Per page for copying $ 1
(2) For a certification stamp $15
As added by P.L.149-1986, SEC.2. Amended by P.L.145-1988,
SEC.1; P.L.228-1995, SEC.4; P.L.11-1996, SEC.10; P.L.277-2001,
SEC.2; P.L.60-2007, SEC.1; P.L.106-2008, SEC.49.
IC 23-1-18-4 Effective date of document
Sec. 4. (a) Except as provided in subsection (b) and section 5(c)
of this chapter, a document accepted for filing is effective:
(1) at the time of filing on the date it is filed, as evidenced by
means the secretary of state uses for endorsing the date and time
of filing on the original document; or
(2) at such later time on the date it is filed as is specified in the
document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date,
and if it does so the document becomes effective at the time and date
specified. If a delayed effective date but no time is specified, the
document is effective at 12:01 a.m. on that date. A delayed effective
date for a document may not be later than the ninetieth day after the
date it is filed. As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,
SEC.3.
IC 23-1-18-5 Correction of document
Sec. 5. (a) A domestic or foreign corporation may correct a
document filed by the secretary of state if:
(1) the document contains an incorrect statement or an
inaccuracy;
(2) the document was defectively signed, attested, sealed,
verified, or acknowledged; or
(3) the electronic transmission of the document was defective.
(b) A document is corrected:
(1) by preparing articles of correction that:
(A) describe the document (including its filing date) or
attach a copy of it to the articles;
(B) specify the incorrect statement or inaccuracy and the
reason it is incorrect or the manner in which the execution
was defective; and
(C) correct the incorrect statement, inaccuracy, or defective
execution; and
(2) by delivering the articles to the secretary of state for filing.
(c) Articles of correction are effective on the effective date of the
document they correct except as to persons reasonably relying on the
uncorrected document and adversely affected by the correction. As
to those persons, articles of correction are effective when filed or
when the reliance ceased to be reasonable, whichever first occurs. As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,
SEC.4.
IC 23-1-18-6 Filing of document by secretary of state; refusal to file
Sec. 6. (a) If a document delivered to the office of the secretary of
state for filing satisfies the requirements of section 1 of this chapter,
the secretary of state shall file it.
(b) The secretary of state files a document by stamping or
otherwise endorsing "Filed", together with the secretary of state's
name and official title and the date and time of receipt on both the
original and the document copy and on the receipt for the filing fee.
After filing a document, except as provided in IC 23-1-24-3 and
IC 23-1-49-9, the secretary of state shall deliver the document copy,
with the filing fee receipt (or acknowledgement of receipt if no fee
is required) attached, to the domestic or foreign corporation or its
representative.
(c) If the secretary of state refuses to file a document, the
secretary of state shall return it to the domestic or foreign corporation
or its representative within ten (10) days after the document was
delivered, together with a brief, written explanation of the reason for
the refusal.
(d) The secretary of state's duty to file documents under this
section is ministerial. The secretary of state's filing or refusing to file
a document does not:
(1) affect the validity or invalidity of the document in whole or
part;
(2) relate to the correctness or incorrectness of information
contained in the document; or
(3) create a presumption that the document is valid or invalid or
that information contained in the document is correct or
incorrect. As added by P.L.149-1986, SEC.2.
IC 23-1-18-7 Refusal to file document; appeal by corporation
Sec. 7. (a) If the secretary of state refuses to file a document
delivered to the secretary of state's office for filing, the domestic or
foreign corporation may appeal the refusal to the circuit or superior
court of the county where the corporation's principal office (or, if
none in Indiana, its registered office) is or will be located not later
than sixty (60) days after the receipt of the document from the
secretary of state. The appeal is commenced by petitioning the court
to compel filing the document and by attaching to the petition the
document and the secretary of state's explanation of the refusal to
file.
(b) The court may order the secretary of state to file the document
or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil
proceedings. As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,
SEC.5.
IC 23-1-18-8 Certification; evidence of filing
Sec. 8. A certification stamp affixed on or a certification
certificate 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 original
document is on file with the secretary of state. As added by P.L.149-1986, SEC.2. Amended by P.L.145-1988,
SEC.2.
IC 23-1-18-9 Certificate of existence or authorization
Sec. 9. (a) Any person may request the secretary of state to furnish
a certificate of existence for a domestic corporation or a certificate
of authorization for a foreign corporation.
(b) A certificate of existence or authorization sets forth:
(1) the domestic corporation's corporate name or the foreign
corporation's corporate name used in Indiana;
(2) if a domestic corporation:
(A) that the domestic corporation is duly incorporated under
the law of this state;
(B) the date of its incorporation; and
(C) the period of its duration if less than perpetual;
(3) if a foreign corporation, that the foreign corporation is
authorized to transact business in Indiana;
(4) that all fees, taxes, and penalties owed to this state have
been paid, if:
(A) payment is reflected in the records of the secretary of
state; and
(B) nonpayment affects the existence or authorization of the
domestic or foreign corporation;
(5) if a domestic corporation or a foreign corporation, that its
most recent biennial report required by IC 23-1-53-3 has been
filed with the secretary of state;
(6) that articles of dissolution have not been filed; and
(7) 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, a
certificate of existence or authorization issued by the secretary of
state may be relied upon as conclusive evidence that the domestic or
foreign corporation is in existence or is authorized to transact
business in Indiana. As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,
SEC.5; P.L.11-1996, SEC.11.
IC 23-1-18-10 Intentionally signing false document
Sec. 10. A person commits a Class A misdemeanor if the person
signs a document the person knows is false in any material respect
with intent that the document be delivered to the secretary of state for
filing. As added by P.L.149-1986, SEC.2.
IC 23-1-18-1 Requirements for documents; filing fee
Sec. 1. (a) A document must satisfy the requirements of this
section, and of any other section that adds to or varies these
requirements, to be entitled to filing by the secretary of state.
(b) This article must require or permit filing the document in the
office of the secretary of state.
(c) The document must contain the information required by this
article. It may contain other information as well.
(d) The document must be legible, typewritten or printed or, if
electronically transmitted, in a format that can be retrieved in a
reproduced or typewritten form, and otherwise suitable for
processing.
(e) The document must be in the English language. A corporate
name need not be in English if written in English letters or Arabic or
Roman numerals, and the certificate of existence required of foreign
corporations need not be in English if accompanied by a reasonably
authenticated English translation.
(f) The document must be signed:
(1) by the chairman of the board of directors of the domestic or
foreign corporation or by any of its officers;
(2) if directors have not been selected or the corporation has not
been formed, by an incorporator;
(3) if the corporation is in the hands of a receiver, trustee, or
other court appointed fiduciary, by that fiduciary; or
(4) for purpose of annual or biennial reports, by:
(A) a registered agent;
(B) a certified public accountant; or
(C) an attorney;
employed by the business entity.
(g) Except as provided in subsection (m), the person signing the
document shall sign it and state beneath or opposite the signature the
person's name and the capacity in which the document is signed. A
signature on a document authorized to be filed under this article may
be:
(1) a facsimile; or
(2) made by an attorney in fact.
(h) A power of attorney relating to the signing of a document
authorized to be filed under this article by an attorney in fact may but
is not required to be:
(1) sworn to, verified, or acknowledged;
(2) signed in the presence of a notary public;
(3) filed with the secretary of state; or
(4) included in another written agreement.
However, the power of attorney must be retained in the records of the
corporation.
(i) A document authorized to be filed under this article may but is
not required to contain:
(1) the corporate seal;
(2) an attestation by the secretary or an assistant secretary; and
(3) an acknowledgment, verification, or proof.
(j) If the secretary of state has prescribed a mandatory form for
the document under section 2 of this chapter, the document must be
in or on the prescribed form.
(k) The document must be delivered to the office of the secretary
of state for filing as described in section 1.1 of this chapter and the
correct filing fee must be paid in the manner and form required by
the secretary of state.
(l) 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, charge
card, or similar method, the liability is not finally discharged until
the secretary of state receives payment or credit from the institution
responsible for making the payment or credit. The secretary of state
may contract with a bank or credit card vendor for acceptance of
bank or credit cards. However, if there is a vendor transaction charge
or discount fee, whether billed to the secretary of state or charged
directly to the secretary of state's account, the secretary of state or the
credit card vendor may collect from the person using the bank or
credit card a fee that may not exceed the highest transaction charge
or discount fee charged to the secretary of state by the bank or credit
card vendor during the most recent collection period. This fee may
be collected regardless of any agreement between the bank and a
credit card vendor or regardless of any internal policy of the credit
card vendor that may prohibit this type of fee. The fee is a permitted
additional charge under IC 24-4.5-3-202.
(m) A signature on a document that is transmitted and filed
electronically is sufficient if the person transmitting and filing the
document:
(1) has the intent to file the document as evidenced by a symbol
executed or adopted by a party with present intention to
authenticate the filing; and
(2) enters the filing party's name on the electronic form in a
signature box or other place indicated by the secretary of state.
(n) As used in this subsection, "filed document'' means a
document filed with the secretary of state under any provision of this
title except for IC 23-1-49 or IC 23-1-53-3. As used in this
subsection, "plan" means a plan of domestication, nonprofit
conversion, entity conversion, merger, or share exchange. Whenever
a provision under this article permits any of the terms of a plan or a
filed document to be dependent on facts objectively ascertainable
outside the plan or filed document, the following apply:
(1) The manner in which the facts will operate upon the terms
of the plan or filed document:
(A) shall be set forth in the plan or filed document; and
(B) shall state the manner in which the facts shall become
operative.
(2) The facts may include, but are not limited to:
(A) any of the following that is available in a nationally
recognized news or information medium either in print or
electronically:
(i) Statistical or market indices.
(ii) Market prices of any security or group of securities.
(iii) Interest rates.
(iv) Currency exchange rates.
(v) Similar economic or financial data;
(B) a determination or action by any person or body,
including the corporation or any other party to a plan or filed
document; or
(C) the terms of, or actions taken under, an agreement to
which the corporation is a party, or any other agreement or
document.
(3) The following provisions of a plan or filed document may
not be made dependent on facts outside the plan or filed
document:
(A) The name and address of any person required in a filed
document.
(B) The registered office of any entity required in a filed
document.
(C) The registered agent of any entity required in a filed
document.
(D) The number of authorized shares and designation of
each class or series of shares.
(E) The effective date of a filed document.
(F) Any required statement in a filed document of the date
on which the underlying transaction was approved or the
manner in which that approval was given.
(4) If a provision of a plan or filed document is made dependent
on a fact ascertainable outside the plan or filed document, and
that fact is not ascertainable by reference to a source described
in subdivision (2)(A) or a document that is a matter of public
record, or the affected shareholders have not received notice of
the fact from the corporation, the corporation shall file with the
secretary of state articles of amendment setting forth the fact
promptly after the time the fact referred to is first ascertainable
or changes. Articles of amendment under this subdivision:
(A) are considered to be authorized by the authorization of
the original plan or filed document or plan to which the
articles of amendment relate; and
(B) may be filed by the corporation without further action by
the board of directors or the shareholders. As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,
SEC.1; P.L.11-1996, SEC.8; P.L.277-2001, SEC.1; P.L.178-2005,
SEC.1; P.L.130-2006, SEC.2; P.L.133-2009, SEC.2.
IC 23-1-18-1.1 Copies of documents delivered for filing
Sec. 1.1. (a) For purposes of this article, except for a biennial
report filed under IC 23-1-53-4, a document is delivered for filing if
the document is transferred to the secretary of state by hand, mail,
telecopy, facsimile, or other form of electronic transmission meeting
the requirements established by the secretary of state.
(b) If a document is delivered for filing by hand or mail, the
document must be accompanied by:
(1) two (2) exact or conformed copies of a document filed under
IC 23-1-24-3 or IC 23-1-49-9; or
(2) one (1) exact or conformed copy of any other document
filed under this article.
(c) The office of the secretary of state shall create any copies of
a document delivered by telecopy, facsimile, or other form of
electronic transmission that are required for distribution under this
article. As added by P.L.228-1995, SEC.2.
IC 23-1-18-2 Forms
Sec. 2. (a) The secretary of state may prescribe and furnish on
request forms for:
(1) a foreign corporation's application for a certificate of
authority to transact business in this state;
(2) a foreign corporation's application for a certificate of
withdrawal; and
(3) the biennial reports.
If the secretary of state requires and the form so states, use of these
forms is mandatory.
(b) The secretary of state may prescribe and furnish on request
forms for other documents required or permitted to be filed by this
article but their use is not mandatory. As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,
SEC.3; P.L.11-1996, SEC.9.
IC 23-1-18-3 Fees
Sec. 3. (a) The secretary of state shall collect the following fees
when the documents described in this subsection are delivered to the
secretary of state for filing:
Document Electronic Fee
Filing Fee (Other than
electronic
filing)
(1) Articles of incorporation $75 $90
(2) Application for use of
indistinguishable name $10 $20
(3) Application for reserved name $10 $20
(4) Application for renewal
of reservation $10 $20
(5) Notice of transfer of
reserved name $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 $20 $30
With amendment of articles $20 $30
(13) Articles of merger or share
exchange $75 $90
(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
dissolution No Fee No Fee
(20) Application for certificate of
authority $75 $90
(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) Biennial report $20 $30
(25) Articles of correction $20 $30
(26) Application for certificate
of existence or authorization $15 $15
(27) Any other document
required or permitted to
be filed by this article,
including an application
for any other certificates
or certification certificate
(except for any such other
certificates that the secretary
of state may determine to
issue without additional fee
in connection with particular
filings) and a request for
other facts of record under
section 9(b)(6) of this
chapter $20 $30
The secretary of state shall prescribe the electronic means of filing
documents to which the electronic filing fees set forth in this section
apply.
(b) The fee set forth in subsection (a)(24) for filing a biennial
report is:
(1) fifteen dollars ($15) per year, for a filing in writing,
including facsimile; and
(2) ten dollars ($10) per year, for a filing by electronic means;
to be paid biennially.
(c) The secretary of state shall collect a fee of ten dollars ($10)
each time process is served on the secretary of state under this
article. If the party to a proceeding causing service of process
prevails in the proceeding, then that party is entitled to recover this
fee as costs from the nonprevailing party.
(d) The secretary of state shall collect the following fees for
copying and certifying the copy of any filed document relating to a
domestic or foreign corporation:
(1) Per page for copying $ 1
(2) For a certification stamp $15
As added by P.L.149-1986, SEC.2. Amended by P.L.145-1988,
SEC.1; P.L.228-1995, SEC.4; P.L.11-1996, SEC.10; P.L.277-2001,
SEC.2; P.L.60-2007, SEC.1; P.L.106-2008, SEC.49.
IC 23-1-18-4 Effective date of document
Sec. 4. (a) Except as provided in subsection (b) and section 5(c)
of this chapter, a document accepted for filing is effective:
(1) at the time of filing on the date it is filed, as evidenced by
means the secretary of state uses for endorsing the date and time
of filing on the original document; or
(2) at such later time on the date it is filed as is specified in the
document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date,
and if it does so the document becomes effective at the time and date
specified. If a delayed effective date but no time is specified, the
document is effective at 12:01 a.m. on that date. A delayed effective
date for a document may not be later than the ninetieth day after the
date it is filed. As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,
SEC.3.
IC 23-1-18-5 Correction of document
Sec. 5. (a) A domestic or foreign corporation may correct a
document filed by the secretary of state if:
(1) the document contains an incorrect statement or an
inaccuracy;
(2) the document was defectively signed, attested, sealed,
verified, or acknowledged; or
(3) the electronic transmission of the document was defective.
(b) A document is corrected:
(1) by preparing articles of correction that:
(A) describe the document (including its filing date) or
attach a copy of it to the articles;
(B) specify the incorrect statement or inaccuracy and the
reason it is incorrect or the manner in which the execution
was defective; and
(C) correct the incorrect statement, inaccuracy, or defective
execution; and
(2) by delivering the articles to the secretary of state for filing.
(c) Articles of correction are effective on the effective date of the
document they correct except as to persons reasonably relying on the
uncorrected document and adversely affected by the correction. As
to those persons, articles of correction are effective when filed or
when the reliance ceased to be reasonable, whichever first occurs. As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,
SEC.4.
IC 23-1-18-6 Filing of document by secretary of state; refusal to file
Sec. 6. (a) If a document delivered to the office of the secretary of
state for filing satisfies the requirements of section 1 of this chapter,
the secretary of state shall file it.
(b) The secretary of state files a document by stamping or
otherwise endorsing "Filed", together with the secretary of state's
name and official title and the date and time of receipt on both the
original and the document copy and on the receipt for the filing fee.
After filing a document, except as provided in IC 23-1-24-3 and
IC 23-1-49-9, the secretary of state shall deliver the document copy,
with the filing fee receipt (or acknowledgement of receipt if no fee
is required) attached, to the domestic or foreign corporation or its
representative.
(c) If the secretary of state refuses to file a document, the
secretary of state shall return it to the domestic or foreign corporation
or its representative within ten (10) days after the document was
delivered, together with a brief, written explanation of the reason for
the refusal.
(d) The secretary of state's duty to file documents under this
section is ministerial. The secretary of state's filing or refusing to file
a document does not:
(1) affect the validity or invalidity of the document in whole or
part;
(2) relate to the correctness or incorrectness of information
contained in the document; or
(3) create a presumption that the document is valid or invalid or
that information contained in the document is correct or
incorrect. As added by P.L.149-1986, SEC.2.
IC 23-1-18-7 Refusal to file document; appeal by corporation
Sec. 7. (a) If the secretary of state refuses to file a document
delivered to the secretary of state's office for filing, the domestic or
foreign corporation may appeal the refusal to the circuit or superior
court of the county where the corporation's principal office (or, if
none in Indiana, its registered office) is or will be located not later
than sixty (60) days after the receipt of the document from the
secretary of state. The appeal is commenced by petitioning the court
to compel filing the document and by attaching to the petition the
document and the secretary of state's explanation of the refusal to
file.
(b) The court may order the secretary of state to file the document
or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil
proceedings. As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,
SEC.5.
IC 23-1-18-8 Certification; evidence of filing
Sec. 8. A certification stamp affixed on or a certification
certificate 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 original
document is on file with the secretary of state. As added by P.L.149-1986, SEC.2. Amended by P.L.145-1988,
SEC.2.
IC 23-1-18-9 Certificate of existence or authorization
Sec. 9. (a) Any person may request the secretary of state to furnish
a certificate of existence for a domestic corporation or a certificate
of authorization for a foreign corporation.
(b) A certificate of existence or authorization sets forth:
(1) the domestic corporation's corporate name or the foreign
corporation's corporate name used in Indiana;
(2) if a domestic corporation:
(A) that the domestic corporation is duly incorporated under
the law of this state;
(B) the date of its incorporation; and
(C) the period of its duration if less than perpetual;
(3) if a foreign corporation, that the foreign corporation is
authorized to transact business in Indiana;
(4) that all fees, taxes, and penalties owed to this state have
been paid, if:
(A) payment is reflected in the records of the secretary of
state; and
(B) nonpayment affects the existence or authorization of the
domestic or foreign corporation;
(5) if a domestic corporation or a foreign corporation, that its
most recent biennial report required by IC 23-1-53-3 has been
filed with the secretary of state;
(6) that articles of dissolution have not been filed; and
(7) 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, a
certificate of existence or authorization issued by the secretary of
state may be relied upon as conclusive evidence that the domestic or
foreign corporation is in existence or is authorized to transact
business in Indiana. As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,
SEC.5; P.L.11-1996, SEC.11.
IC 23-1-18-10 Intentionally signing false document
Sec. 10. A person commits a Class A misdemeanor if the person
signs a document the person knows is false in any material respect
with intent that the document be delivered to the secretary of state for
filing. As added by P.L.149-1986, SEC.2.
IC 23-1-18-1 Requirements for documents; filing fee
Sec. 1. (a) A document must satisfy the requirements of this
section, and of any other section that adds to or varies these
requirements, to be entitled to filing by the secretary of state.
(b) This article must require or permit filing the document in the
office of the secretary of state.
(c) The document must contain the information required by this
article. It may contain other information as well.
(d) The document must be legible, typewritten or printed or, if
electronically transmitted, in a format that can be retrieved in a
reproduced or typewritten form, and otherwise suitable for
processing.
(e) The document must be in the English language. A corporate
name need not be in English if written in English letters or Arabic or
Roman numerals, and the certificate of existence required of foreign
corporations need not be in English if accompanied by a reasonably
authenticated English translation.
(f) The document must be signed:
(1) by the chairman of the board of directors of the domestic or
foreign corporation or by any of its officers;
(2) if directors have not been selected or the corporation has not
been formed, by an incorporator;
(3) if the corporation is in the hands of a receiver, trustee, or
other court appointed fiduciary, by that fiduciary; or
(4) for purpose of annual or biennial reports, by:
(A) a registered agent;
(B) a certified public accountant; or
(C) an attorney;
employed by the business entity.
(g) Except as provided in subsection (m), the person signing the
document shall sign it and state beneath or opposite the signature the
person's name and the capacity in which the document is signed. A
signature on a document authorized to be filed under this article may
be:
(1) a facsimile; or
(2) made by an attorney in fact.
(h) A power of attorney relating to the signing of a document
authorized to be filed under this article by an attorney in fact may but
is not required to be:
(1) sworn to, verified, or acknowledged;
(2) signed in the presence of a notary public;
(3) filed with the secretary of state; or
(4) included in another written agreement.
However, the power of attorney must be retained in the records of the
corporation.
(i) A document authorized to be filed under this article may but is
not required to contain:
(1) the corporate seal;
(2) an attestation by the secretary or an assistant secretary; and
(3) an acknowledgment, verification, or proof.
(j) If the secretary of state has prescribed a mandatory form for
the document under section 2 of this chapter, the document must be
in or on the prescribed form.
(k) The document must be delivered to the office of the secretary
of state for filing as described in section 1.1 of this chapter and the
correct filing fee must be paid in the manner and form required by
the secretary of state.
(l) 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, charge
card, or similar method, the liability is not finally discharged until
the secretary of state receives payment or credit from the institution
responsible for making the payment or credit. The secretary of state
may contract with a bank or credit card vendor for acceptance of
bank or credit cards. However, if there is a vendor transaction charge
or discount fee, whether billed to the secretary of state or charged
directly to the secretary of state's account, the secretary of state or the
credit card vendor may collect from the person using the bank or
credit card a fee that may not exceed the highest transaction charge
or discount fee charged to the secretary of state by the bank or credit
card vendor during the most recent collection period. This fee may
be collected regardless of any agreement between the bank and a
credit card vendor or regardless of any internal policy of the credit
card vendor that may prohibit this type of fee. The fee is a permitted
additional charge under IC 24-4.5-3-202.
(m) A signature on a document that is transmitted and filed
electronically is sufficient if the person transmitting and filing the
document:
(1) has the intent to file the document as evidenced by a symbol
executed or adopted by a party with present intention to
authenticate the filing; and
(2) enters the filing party's name on the electronic form in a
signature box or other place indicated by the secretary of state.
(n) As used in this subsection, "filed document'' means a
document filed with the secretary of state under any provision of this
title except for IC 23-1-49 or IC 23-1-53-3. As used in this
subsection, "plan" means a plan of domestication, nonprofit
conversion, entity conversion, merger, or share exchange. Whenever
a provision under this article permits any of the terms of a plan or a
filed document to be dependent on facts objectively ascertainable
outside the plan or filed document, the following apply:
(1) The manner in which the facts will operate upon the terms
of the plan or filed document:
(A) shall be set forth in the plan or filed document; and
(B) shall state the manner in which the facts shall become
operative.
(2) The facts may include, but are not limited to:
(A) any of the following that is available in a nationally
recognized news or information medium either in print or
electronically:
(i) Statistical or market indices.
(ii) Market prices of any security or group of securities.
(iii) Interest rates.
(iv) Currency exchange rates.
(v) Similar economic or financial data;
(B) a determination or action by any person or body,
including the corporation or any other party to a plan or filed
document; or
(C) the terms of, or actions taken under, an agreement to
which the corporation is a party, or any other agreement or
document.
(3) The following provisions of a plan or filed document may
not be made dependent on facts outside the plan or filed
document:
(A) The name and address of any person required in a filed
document.
(B) The registered office of any entity required in a filed
document.
(C) The registered agent of any entity required in a filed
document.
(D) The number of authorized shares and designation of
each class or series of shares.
(E) The effective date of a filed document.
(F) Any required statement in a filed document of the date
on which the underlying transaction was approved or the
manner in which that approval was given.
(4) If a provision of a plan or filed document is made dependent
on a fact ascertainable outside the plan or filed document, and
that fact is not ascertainable by reference to a source described
in subdivision (2)(A) or a document that is a matter of public
record, or the affected shareholders have not received notice of
the fact from the corporation, the corporation shall file with the
secretary of state articles of amendment setting forth the fact
promptly after the time the fact referred to is first ascertainable
or changes. Articles of amendment under this subdivision:
(A) are considered to be authorized by the authorization of
the original plan or filed document or plan to which the
articles of amendment relate; and
(B) may be filed by the corporation without further action by
the board of directors or the shareholders. As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,
SEC.1; P.L.11-1996, SEC.8; P.L.277-2001, SEC.1; P.L.178-2005,
SEC.1; P.L.130-2006, SEC.2; P.L.133-2009, SEC.2.
IC 23-1-18-1.1 Copies of documents delivered for filing
Sec. 1.1. (a) For purposes of this article, except for a biennial
report filed under IC 23-1-53-4, a document is delivered for filing if
the document is transferred to the secretary of state by hand, mail,
telecopy, facsimile, or other form of electronic transmission meeting
the requirements established by the secretary of state.
(b) If a document is delivered for filing by hand or mail, the
document must be accompanied by:
(1) two (2) exact or conformed copies of a document filed under
IC 23-1-24-3 or IC 23-1-49-9; or
(2) one (1) exact or conformed copy of any other document
filed under this article.
(c) The office of the secretary of state shall create any copies of
a document delivered by telecopy, facsimile, or other form of
electronic transmission that are required for distribution under this
article. As added by P.L.228-1995, SEC.2.
IC 23-1-18-2 Forms
Sec. 2. (a) The secretary of state may prescribe and furnish on
request forms for:
(1) a foreign corporation's application for a certificate of
authority to transact business in this state;
(2) a foreign corporation's application for a certificate of
withdrawal; and
(3) the biennial reports.
If the secretary of state requires and the form so states, use of these
forms is mandatory.
(b) The secretary of state may prescribe and furnish on request
forms for other documents required or permitted to be filed by this
article but their use is not mandatory. As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,
SEC.3; P.L.11-1996, SEC.9.
IC 23-1-18-3 Fees
Sec. 3. (a) The secretary of state shall collect the following fees
when the documents described in this subsection are delivered to the
secretary of state for filing:
Document Electronic Fee
Filing Fee (Other than
electronic
filing)
(1) Articles of incorporation $75 $90
(2) Application for use of
indistinguishable name $10 $20
(3) Application for reserved name $10 $20
(4) Application for renewal
of reservation $10 $20
(5) Notice of transfer of
reserved name $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 $20 $30
With amendment of articles $20 $30
(13) Articles of merger or share
exchange $75 $90
(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
dissolution No Fee No Fee
(20) Application for certificate of
authority $75 $90
(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) Biennial report $20 $30
(25) Articles of correction $20 $30
(26) Application for certificate
of existence or authorization $15 $15
(27) Any other document
required or permitted to
be filed by this article,
including an application
for any other certificates
or certification certificate
(except for any such other
certificates that the secretary
of state may determine to
issue without additional fee
in connection with particular
filings) and a request for
other facts of record under
section 9(b)(6) of this
chapter $20 $30
The secretary of state shall prescribe the electronic means of filing
documents to which the electronic filing fees set forth in this section
apply.
(b) The fee set forth in subsection (a)(24) for filing a biennial
report is:
(1) fifteen dollars ($15) per year, for a filing in writing,
including facsimile; and
(2) ten dollars ($10) per year, for a filing by electronic means;
to be paid biennially.
(c) The secretary of state shall collect a fee of ten dollars ($10)
each time process is served on the secretary of state under this
article. If the party to a proceeding causing service of process
prevails in the proceeding, then that party is entitled to recover this
fee as costs from the nonprevailing party.
(d) The secretary of state shall collect the following fees for
copying and certifying the copy of any filed document relating to a
domestic or foreign corporation:
(1) Per page for copying $ 1
(2) For a certification stamp $15
As added by P.L.149-1986, SEC.2. Amended by P.L.145-1988,
SEC.1; P.L.228-1995, SEC.4; P.L.11-1996, SEC.10; P.L.277-2001,
SEC.2; P.L.60-2007, SEC.1; P.L.106-2008, SEC.49.
IC 23-1-18-4 Effective date of document
Sec. 4. (a) Except as provided in subsection (b) and section 5(c)
of this chapter, a document accepted for filing is effective:
(1) at the time of filing on the date it is filed, as evidenced by
means the secretary of state uses for endorsing the date and time
of filing on the original document; or
(2) at such later time on the date it is filed as is specified in the
document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date,
and if it does so the document becomes effective at the time and date
specified. If a delayed effective date but no time is specified, the
document is effective at 12:01 a.m. on that date. A delayed effective
date for a document may not be later than the ninetieth day after the
date it is filed. As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,
SEC.3.
IC 23-1-18-5 Correction of document
Sec. 5. (a) A domestic or foreign corporation may correct a
document filed by the secretary of state if:
(1) the document contains an incorrect statement or an
inaccuracy;
(2) the document was defectively signed, attested, sealed,
verified, or acknowledged; or
(3) the electronic transmission of the document was defective.
(b) A document is corrected:
(1) by preparing articles of correction that:
(A) describe the document (including its filing date) or
attach a copy of it to the articles;
(B) specify the incorrect statement or inaccuracy and the
reason it is incorrect or the manner in which the execution
was defective; and
(C) correct the incorrect statement, inaccuracy, or defective
execution; and
(2) by delivering the articles to the secretary of state for filing.
(c) Articles of correction are effective on the effective date of the
document they correct except as to persons reasonably relying on the
uncorrected document and adversely affected by the correction. As
to those persons, articles of correction are effective when filed or
when the reliance ceased to be reasonable, whichever first occurs. As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,
SEC.4.
IC 23-1-18-6 Filing of document by secretary of state; refusal to file
Sec. 6. (a) If a document delivered to the office of the secretary of
state for filing satisfies the requirements of section 1 of this chapter,
the secretary of state shall file it.
(b) The secretary of state files a document by stamping or
otherwise endorsing "Filed", together with the secretary of state's
name and official title and the date and time of receipt on both the
original and the document copy and on the receipt for the filing fee.
After filing a document, except as provided in IC 23-1-24-3 and
IC 23-1-49-9, the secretary of state shall deliver the document copy,
with the filing fee receipt (or acknowledgement of receipt if no fee
is required) attached, to the domestic or foreign corporation or its
representative.
(c) If the secretary of state refuses to file a document, the
secretary of state shall return it to the domestic or foreign corporation
or its representative within ten (10) days after the document was
delivered, together with a brief, written explanation of the reason for
the refusal.
(d) The secretary of state's duty to file documents under this
section is ministerial. The secretary of state's filing or refusing to file
a document does not:
(1) affect the validity or invalidity of the document in whole or
part;
(2) relate to the correctness or incorrectness of information
contained in the document; or
(3) create a presumption that the document is valid or invalid or
that information contained in the document is correct or
incorrect. As added by P.L.149-1986, SEC.2.
IC 23-1-18-7 Refusal to file document; appeal by corporation
Sec. 7. (a) If the secretary of state refuses to file a document
delivered to the secretary of state's office for filing, the domestic or
foreign corporation may appeal the refusal to the circuit or superior
court of the county where the corporation's principal office (or, if
none in Indiana, its registered office) is or will be located not later
than sixty (60) days after the receipt of the document from the
secretary of state. The appeal is commenced by petitioning the court
to compel filing the document and by attaching to the petition the
document and the secretary of state's explanation of the refusal to
file.
(b) The court may order the secretary of state to file the document
or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil
proceedings. As added by P.L.149-1986, SEC.2. Amended by P.L.133-2009,
SEC.5.
IC 23-1-18-8 Certification; evidence of filing
Sec. 8. A certification stamp affixed on or a certification
certificate 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 original
document is on file with the secretary of state. As added by P.L.149-1986, SEC.2. Amended by P.L.145-1988,
SEC.2.
IC 23-1-18-9 Certificate of existence or authorization
Sec. 9. (a) Any person may request the secretary of state to furnish
a certificate of existence for a domestic corporation or a certificate
of authorization for a foreign corporation.
(b) A certificate of existence or authorization sets forth:
(1) the domestic corporation's corporate name or the foreign
corporation's corporate name used in Indiana;
(2) if a domestic corporation:
(A) that the domestic corporation is duly incorporated under
the law of this state;
(B) the date of its incorporation; and
(C) the period of its duration if less than perpetual;
(3) if a foreign corporation, that the foreign corporation is
authorized to transact business in Indiana;
(4) that all fees, taxes, and penalties owed to this state have
been paid, if:
(A) payment is reflected in the records of the secretary of
state; and
(B) nonpayment affects the existence or authorization of the
domestic or foreign corporation;
(5) if a domestic corporation or a foreign corporation, that its
most recent biennial report required by IC 23-1-53-3 has been
filed with the secretary of state;
(6) that articles of dissolution have not been filed; and
(7) 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, a
certificate of existence or authorization issued by the secretary of
state may be relied upon as conclusive evidence that the domestic or
foreign corporation is in existence or is authorized to transact
business in Indiana. As added by P.L.149-1986, SEC.2. Amended by P.L.228-1995,
SEC.5; P.L.11-1996, SEC.11.
IC 23-1-18-10 Intentionally signing false document
Sec. 10. A person commits a Class A misdemeanor if the person
signs a document the person knows is false in any material respect
with intent that the document be delivered to the secretary of state for
filing. As added by P.L.149-1986, SEC.2.
