IC 23-17-29-1 Requirements for documents; filing fee
Sec. 1. (a) To be entitled to be filed by the secretary of state under
this article, a document must meet the following conditions:
(1) Be filed in the office of the secretary of state.
(2) Contain the information required by this article.
(3) Be typewritten or printed.
(4) Be legible.
(5) Be in English. However, a corporate name need not be 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.
(6) Be executed:
(A) by the presiding officer of the board of directors of a
domestic or foreign corporation, the corporation's president,
or by another of the corporation's officers;
(B) if directors have not been selected or the corporation has
not been formed, by an incorporator; or
(C) if the corporation is in the hands of a receiver, trustee, or
other court appointed fiduciary, by the fiduciary.
(7) Be signed by the person executing the document and state
beneath or opposite the person's signature name the capacity in
which the person signs. A signature on a document authorized
to be filed under this article may be a facsimile. A signature on
a document under this subdivision that is transmitted and filed
electronically is sufficient if the person transmitting and filing
the document:
(A) 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
(B) enters the filing party's name on the electronic form in a
signature box or other place indicated by the secretary of
state.
(b) A document may contain the following:
(1) A corporate seal.
(2) An attestation by a secretary or an assistant secretary.
(3) An acknowledgement, a verification, or a proof.
(c) If the secretary of state has prescribed a mandatory form for a
document under section 2 of this chapter, the document must be in
or on the prescribed form.
(d) A document must be delivered to the office of the secretary of
state for filing as described in section 1.1 of this chapter and must be
accompanied by the correct filing fee. The filing fee must be paid in
the manner and form required by the secretary of state.
(e) 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. As added by P.L.179-1991, SEC.1. Amended by P.L.228-1995,
SEC.23; P.L.11-1996, SEC.25; P.L.277-2001, SEC.20.
IC 23-17-29-1.1 Copies of documents delivered for filing
Sec. 1.1. (a) For purposes of this article, a document is 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 23-17-6-3 or IC 23-17-26-9; 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.24.
IC 23-17-29-2 Forms
Sec. 2. (a) The secretary of state may prescribe and furnish, on
request, forms for the following:
(1) A foreign corporation's application for a certificate of
authority to transact business in Indiana.
(2) A foreign corporation's application for a certificate of
withdrawal.
(3) The annual report.
(b) If the secretary of state requires, use of the forms described in
subsection (a) is mandatory.
(c) The secretary of state may prescribe and furnish on request
forms for other documents required or permitted to be filed by this
article but the use of forms for other documents is not mandatory. As added by P.L.179-1991, SEC.1.
IC 23-17-29-3 Collection of fees
Sec. 3. (a) The secretary of state shall collect the following fees
when the following documents are delivered for filing:
Document Electronic Filing Fee
Filing Fee (Other than
electronic
filing)
(1) Articles of Incorporation $20 $30
(2) Application for use of
indistinguishable name $10 $20
(3) Application for reserved name $10 $20
(4) Notice of transfer of
reserved name $10 $20
(5) Application for renewal
of reservation $10 $20
(6) Application for registered name $20 $30
(7) Application for renewal of
registered name $20 $30
(8) Corporation's statement of
change of registered agent
or registered office or both no fee no fee
(9) Agent's statement of change of
registered office for each
affected corporation no fee no fee
(10) Agent's statement of resignation no fee no fee
(11) Amendment of articles of
incorporation $20 $30
(12) Restatement of articles of
incorporation with amendments $20 $30
(13) Articles of merger $20 $30
(14) Articles of dissolution $20 $30
(15) Articles of revocation of
dissolution $20 $30
(16) Certificate of administrative
dissolution no fee no fee
(17) Application for reinstatement
following administrative
dissolution $20 $30
(18) Certificate of reinstatement no fee no fee
(19) Certificate of judicial no fee no fee
dissolution
(20) Application for certificate of
authority $20 $30
(21) Application for amended
certificate of authority $20 $30
(22) Application for certificate of
withdrawal $20 $30
(23) Certificate of revocation of
authority to transact business no fee no fee
(24) Annual report $5 $10
(25) Certificate of existence $15 $15
(26) Any other document
required or permitted to be
filed by this article $20 $30
The secretary of state shall prescribe the electronic means of filing
documents to which the electronic filing fees set forth in this section
apply.
(b) The secretary of state shall collect a fee of ten dollars ($10)
upon being served with process under this article. The party to a
proceeding causing service of process may recover the fee paid the
secretary of state as costs if the party prevails in the proceeding.
(c) 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) One dollar ($1) a page for copying.
(2) Fifteen dollars ($15) for the certification stamp. As added by P.L.179-1991, SEC.1. Amended by P.L.277-2001,
SEC.21; P.L.60-2007, SEC.5; P.L.106-2008, SEC.52.
IC 23-17-29-4 Documents; effective times and dates
Sec. 4. (a) Except as provided in subsection (b), a document is
effective:
(1) at the time of filing on the date the document is filed, as
evidenced by the secretary of state's date and time endorsement
on the original document; or
(2) at the time specified in the document as the document's
effective time on the date the document is filed.
(b) A document may specify a delayed effective time and date,
and if the document does, the document becomes effective at the
time and date specified. If an effective date is delayed but no time is
specified, the document is effective at 12:01 a.m. on the date filed.
A delayed effective date for a document may not be later than the
ninetieth day after the date filed. As added by P.L.179-1991, SEC.1.
IC 23-17-29-5 Correction of documents
Sec. 5. (a) A domestic or foreign corporation may correct a
document filed by the secretary of state if the document:
(1) contains an incorrect statement; or
(2) was defectively executed, attested, sealed, verified, or
acknowledged.
(b) A document is corrected:
(1) by preparing articles of correction that:
(A) describe the document, including the document's filing
date, or attaching a copy of the document to the articles of
correction;
(B) specify the incorrect statement and the reason the
statement is incorrect or the manner in which the execution
was defective; and
(C) correct the incorrect statement or defective execution;
and
(2) by delivering the articles of correction to the secretary of
state.
(c) Articles of correction are effective on the effective date of the
document they correct except as to persons 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.179-1991, SEC.1. Amended by P.L.96-1993,
SEC.16.
IC 23-17-29-6 Filing of documents
Sec. 6. (a) If a document delivered to the office of the secretary of
state for filing satisfies the requirements of section 1 of this chapter,
the secretary of state shall file the document.
(b) The secretary of state shall file a document by stamping or
otherwise endorsing the word "FILED" on the document, together
with the secretary of state's name and official title and the date and
the time of receipt, on both the original and copy of the document
and on the receipt for the filing fee. After filing a document, except
as provided under IC 23-17-6-3 and IC 23-17-26-9, 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 the corporation's representative.
(c) Upon refusing to file a document, the secretary of state shall
return the document to the domestic or foreign corporation or the
corporation's 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. Filing or refusal to file a document does not do
any of the following:
(1) Affect the validity or invalidity of the document in whole or
in part.
(2) Relate to the correctness or incorrectness of information
contained in the document.
(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.179-1991, SEC.1. Amended by P.L.228-1995,
SEC.25. IC 23-17-29-7 Refusal to file documents
Sec. 7. (a) If the secretary of state refuses to file a document
delivered for filing to the secretary of state, a domestic or foreign
corporation may appeal the refusal to the circuit court or superior
court in the county where the corporation's principal office, or, if
there is none in Indiana, the corporation's registered office, is or will
be located. 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 summarily 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.179-1991, SEC.1.
IC 23-17-29-8 Certification stamp
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 Indiana, is conclusive evidence that the original
document is on file with the secretary of state. As added by P.L.179-1991, SEC.1.
IC 23-17-29-9 Certificates of existence
Sec. 9. (a) A person may request the secretary of state to furnish
a certificate of existence for a domestic or foreign corporation.
(b) The certificate of existence sets forth the following:
(1) The domestic corporation's corporate name or the foreign
corporation's corporate name used in Indiana.
(2) That:
(A) the domestic corporation is duly incorporated under
Indiana law, the date of the corporation's incorporation, and
the period of the corporation's duration if less than perpetual;
or
(B) the foreign corporation is authorized to transact business
in Indiana.
(3) 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 of authorization of the
domestic or foreign corporation.
(4) That the corporation's most recent annual report required
under IC 23-17-27-8 has been delivered to the secretary of state.
(5) That articles of dissolution have not been filed.
(6) Other facts of record in the office of the secretary of state
that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a
certificate of existence 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.179-1991, SEC.1.
IC 23-17-29-10 Signing false documents; misdemeanor
Sec. 10. (a) A person commits an offense by signing 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.
(b) An offense under this section is a Class A misdemeanor. As added by P.L.179-1991, SEC.1.
IC 23-17-29-1 Requirements for documents; filing fee
Sec. 1. (a) To be entitled to be filed by the secretary of state under
this article, a document must meet the following conditions:
(1) Be filed in the office of the secretary of state.
(2) Contain the information required by this article.
(3) Be typewritten or printed.
(4) Be legible.
(5) Be in English. However, a corporate name need not be 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.
(6) Be executed:
(A) by the presiding officer of the board of directors of a
domestic or foreign corporation, the corporation's president,
or by another of the corporation's officers;
(B) if directors have not been selected or the corporation has
not been formed, by an incorporator; or
(C) if the corporation is in the hands of a receiver, trustee, or
other court appointed fiduciary, by the fiduciary.
(7) Be signed by the person executing the document and state
beneath or opposite the person's signature name the capacity in
which the person signs. A signature on a document authorized
to be filed under this article may be a facsimile. A signature on
a document under this subdivision that is transmitted and filed
electronically is sufficient if the person transmitting and filing
the document:
(A) 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
(B) enters the filing party's name on the electronic form in a
signature box or other place indicated by the secretary of
state.
(b) A document may contain the following:
(1) A corporate seal.
(2) An attestation by a secretary or an assistant secretary.
(3) An acknowledgement, a verification, or a proof.
(c) If the secretary of state has prescribed a mandatory form for a
document under section 2 of this chapter, the document must be in
or on the prescribed form.
(d) A document must be delivered to the office of the secretary of
state for filing as described in section 1.1 of this chapter and must be
accompanied by the correct filing fee. The filing fee must be paid in
the manner and form required by the secretary of state.
(e) 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. As added by P.L.179-1991, SEC.1. Amended by P.L.228-1995,
SEC.23; P.L.11-1996, SEC.25; P.L.277-2001, SEC.20.
IC 23-17-29-1.1 Copies of documents delivered for filing
Sec. 1.1. (a) For purposes of this article, a document is 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 23-17-6-3 or IC 23-17-26-9; 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.24.
IC 23-17-29-2 Forms
Sec. 2. (a) The secretary of state may prescribe and furnish, on
request, forms for the following:
(1) A foreign corporation's application for a certificate of
authority to transact business in Indiana.
(2) A foreign corporation's application for a certificate of
withdrawal.
(3) The annual report.
(b) If the secretary of state requires, use of the forms described in
subsection (a) is mandatory.
(c) The secretary of state may prescribe and furnish on request
forms for other documents required or permitted to be filed by this
article but the use of forms for other documents is not mandatory. As added by P.L.179-1991, SEC.1.
IC 23-17-29-3 Collection of fees
Sec. 3. (a) The secretary of state shall collect the following fees
when the following documents are delivered for filing:
Document Electronic Filing Fee
Filing Fee (Other than
electronic
filing)
(1) Articles of Incorporation $20 $30
(2) Application for use of
indistinguishable name $10 $20
(3) Application for reserved name $10 $20
(4) Notice of transfer of
reserved name $10 $20
(5) Application for renewal
of reservation $10 $20
(6) Application for registered name $20 $30
(7) Application for renewal of
registered name $20 $30
(8) Corporation's statement of
change of registered agent
or registered office or both no fee no fee
(9) Agent's statement of change of
registered office for each
affected corporation no fee no fee
(10) Agent's statement of resignation no fee no fee
(11) Amendment of articles of
incorporation $20 $30
(12) Restatement of articles of
incorporation with amendments $20 $30
(13) Articles of merger $20 $30
(14) Articles of dissolution $20 $30
(15) Articles of revocation of
dissolution $20 $30
(16) Certificate of administrative
dissolution no fee no fee
(17) Application for reinstatement
following administrative
dissolution $20 $30
(18) Certificate of reinstatement no fee no fee
(19) Certificate of judicial no fee no fee
dissolution
(20) Application for certificate of
authority $20 $30
(21) Application for amended
certificate of authority $20 $30
(22) Application for certificate of
withdrawal $20 $30
(23) Certificate of revocation of
authority to transact business no fee no fee
(24) Annual report $5 $10
(25) Certificate of existence $15 $15
(26) Any other document
required or permitted to be
filed by this article $20 $30
The secretary of state shall prescribe the electronic means of filing
documents to which the electronic filing fees set forth in this section
apply.
(b) The secretary of state shall collect a fee of ten dollars ($10)
upon being served with process under this article. The party to a
proceeding causing service of process may recover the fee paid the
secretary of state as costs if the party prevails in the proceeding.
(c) 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) One dollar ($1) a page for copying.
(2) Fifteen dollars ($15) for the certification stamp. As added by P.L.179-1991, SEC.1. Amended by P.L.277-2001,
SEC.21; P.L.60-2007, SEC.5; P.L.106-2008, SEC.52.
IC 23-17-29-4 Documents; effective times and dates
Sec. 4. (a) Except as provided in subsection (b), a document is
effective:
(1) at the time of filing on the date the document is filed, as
evidenced by the secretary of state's date and time endorsement
on the original document; or
(2) at the time specified in the document as the document's
effective time on the date the document is filed.
(b) A document may specify a delayed effective time and date,
and if the document does, the document becomes effective at the
time and date specified. If an effective date is delayed but no time is
specified, the document is effective at 12:01 a.m. on the date filed.
A delayed effective date for a document may not be later than the
ninetieth day after the date filed. As added by P.L.179-1991, SEC.1.
IC 23-17-29-5 Correction of documents
Sec. 5. (a) A domestic or foreign corporation may correct a
document filed by the secretary of state if the document:
(1) contains an incorrect statement; or
(2) was defectively executed, attested, sealed, verified, or
acknowledged.
(b) A document is corrected:
(1) by preparing articles of correction that:
(A) describe the document, including the document's filing
date, or attaching a copy of the document to the articles of
correction;
(B) specify the incorrect statement and the reason the
statement is incorrect or the manner in which the execution
was defective; and
(C) correct the incorrect statement or defective execution;
and
(2) by delivering the articles of correction to the secretary of
state.
(c) Articles of correction are effective on the effective date of the
document they correct except as to persons 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.179-1991, SEC.1. Amended by P.L.96-1993,
SEC.16.
IC 23-17-29-6 Filing of documents
Sec. 6. (a) If a document delivered to the office of the secretary of
state for filing satisfies the requirements of section 1 of this chapter,
the secretary of state shall file the document.
(b) The secretary of state shall file a document by stamping or
otherwise endorsing the word "FILED" on the document, together
with the secretary of state's name and official title and the date and
the time of receipt, on both the original and copy of the document
and on the receipt for the filing fee. After filing a document, except
as provided under IC 23-17-6-3 and IC 23-17-26-9, 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 the corporation's representative.
(c) Upon refusing to file a document, the secretary of state shall
return the document to the domestic or foreign corporation or the
corporation's 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. Filing or refusal to file a document does not do
any of the following:
(1) Affect the validity or invalidity of the document in whole or
in part.
(2) Relate to the correctness or incorrectness of information
contained in the document.
(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.179-1991, SEC.1. Amended by P.L.228-1995,
SEC.25. IC 23-17-29-7 Refusal to file documents
Sec. 7. (a) If the secretary of state refuses to file a document
delivered for filing to the secretary of state, a domestic or foreign
corporation may appeal the refusal to the circuit court or superior
court in the county where the corporation's principal office, or, if
there is none in Indiana, the corporation's registered office, is or will
be located. 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 summarily 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.179-1991, SEC.1.
IC 23-17-29-8 Certification stamp
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 Indiana, is conclusive evidence that the original
document is on file with the secretary of state. As added by P.L.179-1991, SEC.1.
IC 23-17-29-9 Certificates of existence
Sec. 9. (a) A person may request the secretary of state to furnish
a certificate of existence for a domestic or foreign corporation.
(b) The certificate of existence sets forth the following:
(1) The domestic corporation's corporate name or the foreign
corporation's corporate name used in Indiana.
(2) That:
(A) the domestic corporation is duly incorporated under
Indiana law, the date of the corporation's incorporation, and
the period of the corporation's duration if less than perpetual;
or
(B) the foreign corporation is authorized to transact business
in Indiana.
(3) 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 of authorization of the
domestic or foreign corporation.
(4) That the corporation's most recent annual report required
under IC 23-17-27-8 has been delivered to the secretary of state.
(5) That articles of dissolution have not been filed.
(6) Other facts of record in the office of the secretary of state
that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a
certificate of existence 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.179-1991, SEC.1.
IC 23-17-29-10 Signing false documents; misdemeanor
Sec. 10. (a) A person commits an offense by signing 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.
(b) An offense under this section is a Class A misdemeanor. As added by P.L.179-1991, SEC.1.
IC 23-17-29-1 Requirements for documents; filing fee
Sec. 1. (a) To be entitled to be filed by the secretary of state under
this article, a document must meet the following conditions:
(1) Be filed in the office of the secretary of state.
(2) Contain the information required by this article.
(3) Be typewritten or printed.
(4) Be legible.
(5) Be in English. However, a corporate name need not be 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.
(6) Be executed:
(A) by the presiding officer of the board of directors of a
domestic or foreign corporation, the corporation's president,
or by another of the corporation's officers;
(B) if directors have not been selected or the corporation has
not been formed, by an incorporator; or
(C) if the corporation is in the hands of a receiver, trustee, or
other court appointed fiduciary, by the fiduciary.
(7) Be signed by the person executing the document and state
beneath or opposite the person's signature name the capacity in
which the person signs. A signature on a document authorized
to be filed under this article may be a facsimile. A signature on
a document under this subdivision that is transmitted and filed
electronically is sufficient if the person transmitting and filing
the document:
(A) 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
(B) enters the filing party's name on the electronic form in a
signature box or other place indicated by the secretary of
state.
(b) A document may contain the following:
(1) A corporate seal.
(2) An attestation by a secretary or an assistant secretary.
(3) An acknowledgement, a verification, or a proof.
(c) If the secretary of state has prescribed a mandatory form for a
document under section 2 of this chapter, the document must be in
or on the prescribed form.
(d) A document must be delivered to the office of the secretary of
state for filing as described in section 1.1 of this chapter and must be
accompanied by the correct filing fee. The filing fee must be paid in
the manner and form required by the secretary of state.
(e) 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. As added by P.L.179-1991, SEC.1. Amended by P.L.228-1995,
SEC.23; P.L.11-1996, SEC.25; P.L.277-2001, SEC.20.
IC 23-17-29-1.1 Copies of documents delivered for filing
Sec. 1.1. (a) For purposes of this article, a document is 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 23-17-6-3 or IC 23-17-26-9; 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.24.
IC 23-17-29-2 Forms
Sec. 2. (a) The secretary of state may prescribe and furnish, on
request, forms for the following:
(1) A foreign corporation's application for a certificate of
authority to transact business in Indiana.
(2) A foreign corporation's application for a certificate of
withdrawal.
(3) The annual report.
(b) If the secretary of state requires, use of the forms described in
subsection (a) is mandatory.
(c) The secretary of state may prescribe and furnish on request
forms for other documents required or permitted to be filed by this
article but the use of forms for other documents is not mandatory. As added by P.L.179-1991, SEC.1.
IC 23-17-29-3 Collection of fees
Sec. 3. (a) The secretary of state shall collect the following fees
when the following documents are delivered for filing:
Document Electronic Filing Fee
Filing Fee (Other than
electronic
filing)
(1) Articles of Incorporation $20 $30
(2) Application for use of
indistinguishable name $10 $20
(3) Application for reserved name $10 $20
(4) Notice of transfer of
reserved name $10 $20
(5) Application for renewal
of reservation $10 $20
(6) Application for registered name $20 $30
(7) Application for renewal of
registered name $20 $30
(8) Corporation's statement of
change of registered agent
or registered office or both no fee no fee
(9) Agent's statement of change of
registered office for each
affected corporation no fee no fee
(10) Agent's statement of resignation no fee no fee
(11) Amendment of articles of
incorporation $20 $30
(12) Restatement of articles of
incorporation with amendments $20 $30
(13) Articles of merger $20 $30
(14) Articles of dissolution $20 $30
(15) Articles of revocation of
dissolution $20 $30
(16) Certificate of administrative
dissolution no fee no fee
(17) Application for reinstatement
following administrative
dissolution $20 $30
(18) Certificate of reinstatement no fee no fee
(19) Certificate of judicial no fee no fee
dissolution
(20) Application for certificate of
authority $20 $30
(21) Application for amended
certificate of authority $20 $30
(22) Application for certificate of
withdrawal $20 $30
(23) Certificate of revocation of
authority to transact business no fee no fee
(24) Annual report $5 $10
(25) Certificate of existence $15 $15
(26) Any other document
required or permitted to be
filed by this article $20 $30
The secretary of state shall prescribe the electronic means of filing
documents to which the electronic filing fees set forth in this section
apply.
(b) The secretary of state shall collect a fee of ten dollars ($10)
upon being served with process under this article. The party to a
proceeding causing service of process may recover the fee paid the
secretary of state as costs if the party prevails in the proceeding.
(c) 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) One dollar ($1) a page for copying.
(2) Fifteen dollars ($15) for the certification stamp. As added by P.L.179-1991, SEC.1. Amended by P.L.277-2001,
SEC.21; P.L.60-2007, SEC.5; P.L.106-2008, SEC.52.
IC 23-17-29-4 Documents; effective times and dates
Sec. 4. (a) Except as provided in subsection (b), a document is
effective:
(1) at the time of filing on the date the document is filed, as
evidenced by the secretary of state's date and time endorsement
on the original document; or
(2) at the time specified in the document as the document's
effective time on the date the document is filed.
(b) A document may specify a delayed effective time and date,
and if the document does, the document becomes effective at the
time and date specified. If an effective date is delayed but no time is
specified, the document is effective at 12:01 a.m. on the date filed.
A delayed effective date for a document may not be later than the
ninetieth day after the date filed. As added by P.L.179-1991, SEC.1.
IC 23-17-29-5 Correction of documents
Sec. 5. (a) A domestic or foreign corporation may correct a
document filed by the secretary of state if the document:
(1) contains an incorrect statement; or
(2) was defectively executed, attested, sealed, verified, or
acknowledged.
(b) A document is corrected:
(1) by preparing articles of correction that:
(A) describe the document, including the document's filing
date, or attaching a copy of the document to the articles of
correction;
(B) specify the incorrect statement and the reason the
statement is incorrect or the manner in which the execution
was defective; and
(C) correct the incorrect statement or defective execution;
and
(2) by delivering the articles of correction to the secretary of
state.
(c) Articles of correction are effective on the effective date of the
document they correct except as to persons 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.179-1991, SEC.1. Amended by P.L.96-1993,
SEC.16.
IC 23-17-29-6 Filing of documents
Sec. 6. (a) If a document delivered to the office of the secretary of
state for filing satisfies the requirements of section 1 of this chapter,
the secretary of state shall file the document.
(b) The secretary of state shall file a document by stamping or
otherwise endorsing the word "FILED" on the document, together
with the secretary of state's name and official title and the date and
the time of receipt, on both the original and copy of the document
and on the receipt for the filing fee. After filing a document, except
as provided under IC 23-17-6-3 and IC 23-17-26-9, 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 the corporation's representative.
(c) Upon refusing to file a document, the secretary of state shall
return the document to the domestic or foreign corporation or the
corporation's 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. Filing or refusal to file a document does not do
any of the following:
(1) Affect the validity or invalidity of the document in whole or
in part.
(2) Relate to the correctness or incorrectness of information
contained in the document.
(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.179-1991, SEC.1. Amended by P.L.228-1995,
SEC.25. IC 23-17-29-7 Refusal to file documents
Sec. 7. (a) If the secretary of state refuses to file a document
delivered for filing to the secretary of state, a domestic or foreign
corporation may appeal the refusal to the circuit court or superior
court in the county where the corporation's principal office, or, if
there is none in Indiana, the corporation's registered office, is or will
be located. 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 summarily 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.179-1991, SEC.1.
IC 23-17-29-8 Certification stamp
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 Indiana, is conclusive evidence that the original
document is on file with the secretary of state. As added by P.L.179-1991, SEC.1.
IC 23-17-29-9 Certificates of existence
Sec. 9. (a) A person may request the secretary of state to furnish
a certificate of existence for a domestic or foreign corporation.
(b) The certificate of existence sets forth the following:
(1) The domestic corporation's corporate name or the foreign
corporation's corporate name used in Indiana.
(2) That:
(A) the domestic corporation is duly incorporated under
Indiana law, the date of the corporation's incorporation, and
the period of the corporation's duration if less than perpetual;
or
(B) the foreign corporation is authorized to transact business
in Indiana.
(3) 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 of authorization of the
domestic or foreign corporation.
(4) That the corporation's most recent annual report required
under IC 23-17-27-8 has been delivered to the secretary of state.
(5) That articles of dissolution have not been filed.
(6) Other facts of record in the office of the secretary of state
that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a
certificate of existence 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.179-1991, SEC.1.
IC 23-17-29-10 Signing false documents; misdemeanor
Sec. 10. (a) A person commits an offense by signing 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.
(b) An offense under this section is a Class A misdemeanor. As added by P.L.179-1991, SEC.1.
