January 13, 2000






SENATE BILL No. 452

_____


DIGEST OF SB452 (Updated January 11, 2000 11:13 am - DI kc)



Citations Affected: IC 23-1; IC 23-2; IC 23-4; IC 23-5; IC 23-15; IC 23-16; IC 23-17; IC 23-18; IC 26-1.

Synopsis: Decreases certain fees charged by the secretary of state. Allows the securities commissioner to deny, suspend, revoke, or bar an entity under the jurisdiction of the securities commissioner if the entity has been found to have violated certain securities laws, is suspended by another jurisdiction, or is subject to a cease and desist order from another jurisdiction. Expands the applicability of the loan broker anti-fraud prohibitions.

Effective: July 1, 2000.





Mills




    January 10, 2000, read first time and referred to Committee on Rules and Legislative Procedure.
    January 12, 2000, amended; reassigned to Committee on Finance.






January 13, 2000

Second Regular Session 111th General Assembly (2000)


PRINTING CODE. Amendments: Whenever an existing statute (or a section of the Indiana Constitution) is being amended, the text of the existing provision will appear in this style type, additions will appear in this style type, and deletions will appear in this style type.
Additions: Whenever a new statutory provision is being enacted (or a new constitutional provision adopted), the text of the new provision will appear in this style type. Also, the word NEW will appear in that style type in the introductory clause of each SECTION that adds a new provision to the Indiana Code or the Indiana Constitution.
Conflict reconciliation: Text in a statute in this style type or this style type reconciles conflicts between statutes enacted by the 1999 General Assembly.

SENATE BILL No. 452



    A BILL FOR AN ACT to amend the Indiana Code concerning business and other associations.

Be it enacted by the General Assembly of the State of Indiana:

    SECTION 1. IC 23-1-18-3 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: 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    Fee
    (1)    Articles of incorporation    $90 $25
    (2)    Application for use of
        indistinguishable name    $20 $15
    (3)    Application for reserved name    $20 $15
    (4)    Notice of transfer of reserved name    $20 $15
    (5)    Application for registered
        name    $30 $15
    (6)    Application for renewal of
        registered name    $30 $15
    (7)    Corporation's statement of change
        of registered agent or registered
        office or both    No Fee


    (8)    Agent's statement of change of
        registered office for each
        affected corporation    No Fee
    (9)    Agent's statement of
        resignation    No Fee
    (10)    Amendment of articles of
        incorporation    $30 $15
    (11)    Restatement of articles of
        incorporation    $30 $15
        With amendment of articles    $30 $15
    (12)    Articles of merger or share
        exchange    $90 $15
    (13)    Articles of dissolution    $30 $15
    (14)    Articles of revocation of
        dissolution    $30 $15
    (15)    Certificate of administrative
        dissolution    No Fee
    (16)    Application for reinstatement
        following administrative
        dissolution    $30 $15
    (17)    Certificate of reinstatement    No Fee
    (18)    Certificate of judicial dissolution    No Fee
    (19)    Application for certificate of
        authority    $90 $25
    (20)    Application for amended certificate
        of authority    $30 $15
    (21)    Application for certificate of
        withdrawal    $30 $15
    (22)    Certificate of revocation of
        authority to transact business    No Fee
    (23)    Biennial report..........    $30 $15
    (24)    Articles of correction    $30 $15
    (25)    Application for certificate of
        existence or authorization    $15
    (26)    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) 9(b)(7) of this chapter    $30 $15
    (b) The fee set forth in subsection (a)(23) for filing a biennial report is fifteen dollars ($15) per year 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 $0.10
        (2) For a certification stamp    $15
    SECTION 2. IC 23-2-1-11 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 11. (a) The commissioner may by order deny, suspend, or revoke a registration, censure a registrant or an officer, a director, a partner, or a person performing similar functions for a registrant, or other persons who offered or sold securities in Indiana, or bar a registrant or an officer, a director, a partner, or a person performing similar functions for a registrant or other persons who offered or sold securities in Indiana from employment with a registered broker-dealer or an investment adviser if the commissioner finds that the order is in the public interest and that the applicant or registrant or, in the case of a broker-dealer or an investment adviser, a partner, an officer, or a director or a person performing similar functions or a person directly or indirectly controlling the broker-dealer or an investment adviser, or other persons who offered or sold securities in Indiana has done any of the following:
        (1) Has filed an application for registration which, as of its effective date or as of a date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained a statement that was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact.
        (2) Has knowingly violated or failed to comply with this chapter or a rule under this chapter.
        (3) Is permanently or temporarily enjoined by a court from engaging in or continuing any conduct or practice involving any aspect of the securities business.
        (4) Is the subject of an order of the commissioner denying, suspending, or revoking registration as a broker-dealer, an agent, an investment adviser, or an investment adviser representative.
        (5) Is the subject of an order entered within the past five (5) years by the securities administrator of any other state or by the Securities and Exchange Commission denying or revoking registration as a broker-dealer, an agent, an investment adviser, an investment adviser representative, or the substantial equivalent of those terms as defined in this chapter, is the subject of an order of the Securities and Exchange Commission suspending or expelling the person from a national securities exchange or national securities association registered under the Securities Exchange Act of 1934 (15 U.S.C. 78a-78kk), or is the subject of a United States post office fraud order, but:
            (A) the commissioner may not institute a revocation or suspension proceeding under this subdivision more than one (1) year from the date of the order relied on or from the date of the application for registration, whichever is later; and
            (B) the commissioner may not enter an order under this subdivision on the basis of an order under another law, a Securities and Exchange Commission order, or a United States post office fraud order, unless that order was based on facts that would currently constitute a ground for an order under this section, or unless an order was not disclosed on the application for registration.
        (6) Has engaged in dishonest or unethical practices in the securities business.
        (7) Is insolvent, either in the sense that the person's liabilities exceed the person's assets or in the sense that the person cannot meet the person's obligations as they mature. The commissioner may not enter an order against a broker-dealer or an investment adviser under this subdivision without a finding of insolvency as to the broker-dealer or investment adviser.
        (8) Has not complied with the conditions imposed by sections 9(e) and 9.1 of this chapter.
        (9) Is lacking in integrity, is not of good business reputation, or is not qualified on the basis of such factors as training, experience, or knowledge of the securities business.
        (10) Has failed to pay the proper filing fee. The commissioner may enter only a denial order under this subdivision and the commissioner shall vacate the order when the deficiency has been corrected.
        (11) Has unreasonably delayed the delivery of securities purchased or the remittance for securities sold.
        (12) Has failed to give notice in writing to a customer whether the broker-dealer is dealing as a principal or as agent, and if as an agent, whether for buyer or seller, or both.
        (13) Has failed to deliver the purchased stock certificate or other securities to a buyer or payment to a seller of securities within forty-five (45) days of the date of the transaction. (If, within forty-five (45) days of the date of the transaction, the broker-dealer or the broker-dealer's agent notifies in writing the commissioner that delivery will not be completed within the statutory period, and a written notification gives good and sufficient cause for the delay, this provision for suspension shall not be applicable. Good and sufficient cause shall include but not be limited to delay caused by a transfer agent after delivery of securities to the same for transfer on the records of the corporation. The forty-five (45) day period shall not be regarded as a standard of reasonableness for the purposes of subdivision (11).)
        (14) Has failed reasonably to supervise the person's agents or employees if the person is a broker-dealer or the person's investment adviser representatives or employees if the person is an investment adviser to assure their compliance with this chapter.
        (15) Has been convicted within ten (10) years before the date of the application or registration of a crime involving fraud or deceit or has a felony conviction (as defined in IC 35-50-2-1) within five (5) years before the date of application or registration.
        (16) Is on the most recent tax warrant list supplied to the commissioner by the department of state revenue.
        (17) Has, within the last ten (10) years, been the subject of an adjudication or determination by a court of competent jurisdiction, by the Securities and Exchange Commission, by the Commodity Futures Trading Commission, or by a securities or commodities agency or administrator of another state, and, after notice and opportunity for a hearing, has been found to have willfully violated the Securities Act of 1933 (15 U.S.C. 77a et seq.), the Securities Exchange Act of 1934 (15 U.S.C. 77b et seq.), the Investment Advisers Act of 1940 (15 U.S.C. 80b et seq.), the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), the Commodity Exchange Act (7 U.S.C. 1 et

seq.), or the securities or commodities law of any other state.
        (18) Has been denied the right to do business in the securities industry, or the person's respective authority to do business in the securities, commodities, or insurance industry has been revoked or suspended by any other state, federal, or foreign governmental agency or self-regulatory organization for cause.
         (19) Is the subject of a cease and desist order entered by the Securities and Exchange Commission, by the Commodity Futures Trading Commission, or by a securities or commodities agency or administrator of another state.
A person described in subdivisions (1) through (18) (19) violates this chapter.
    (b) The following provisions govern the application of subsection (a)(9):
        (1) The commissioner may not enter an order against a broker-dealer on the basis of the lack of qualification of a person other than:
            (A) the broker-dealer if the broker-dealer is an individual; or
            (B) an agent of the broker-dealer.
        (2) The commissioner may not enter an order solely on the basis of lack of experience if the applicant or registrant is qualified by training or knowledge, or both.
        (3) The commissioner shall consider that an agent who will work under the supervision of a registered broker-dealer need not have the same qualifications as a broker-dealer, and that an investment adviser representative who will work under the supervision of a registered investment adviser need not have the same qualifications as an investment adviser.
        (4) The commissioner may by rule provide for an examination, including an examination developed or approved by an organization of securities administrators, which may be written or oral or both, to be taken by a class of or all applicants. The commissioner may by rule or order waive the examination requirement for a person or class of persons if the commissioner determines the examination is not necessary for the protection of the public.
        (5) The commissioner may not enter an order against an investment adviser on the basis of the lack of qualification of a person other than:
            (A) the investment adviser if the investment adviser is an individual; or


            (B) an investment adviser representative.
        (6) The commissioner shall consider that an investment adviser is not necessarily qualified solely on the basis of experience as a broker-dealer or an agent. When the commissioner finds that an applicant for a broker-dealer registration is not qualified as an investment adviser, the commissioner may by order condition the applicant's registration as a broker-dealer upon the applicant's not transacting business in Indiana as an investment adviser.
    (c) The commissioner may not institute a suspension or revocation proceeding on the basis of a fact or transaction known to the commissioner when registration became effective, unless the proceeding is instituted within the next one hundred eighty (180) days. The commissioner may by order summarily postpone or suspend registration pending final determination of a proceeding under this section concerning an application for registration or renewal of registration. Upon the entry of the order, the commissioner shall promptly notify the applicant or registrant, as well as the employer or prospective employer if the applicant or registrant is an agent or an investment adviser representative, that:
        (1) the order has been entered and the reasons for the order; and
        (2) within fifteen (15) days after receipt of a written request the matter will be set for hearing.
If no hearing is requested and none is ordered by the commissioner, the order will remain in effect until it is modified or vacated by the commissioner. If a hearing is requested or ordered, the commissioner, after notice of and opportunity for hearing, may modify or vacate the order or extend it until final determination.
    (d) Withdrawal from registration as a broker-dealer, an agent, an investment adviser, or an investment adviser representative becomes effective thirty (30) days after receipt of an application to withdraw or within a shorter period of time as the commissioner may determine, unless a revocation or suspension proceeding is pending when the application is filed or a proceeding to revoke, suspend, or impose conditions upon the withdrawal is instituted within thirty (30) days after the application is filed. If a proceeding is pending or instituted, withdrawal becomes effective at the time and upon the conditions as the commissioner by order determines. If no proceeding is pending or instituted and withdrawal automatically becomes effective, the commissioner may institute a revocation or suspension proceeding under subsection (a) within one (1) year after withdrawal became effective and enter a revocation or suspension order as of the last date

on which registration was effective.
    (e) No order may be entered under this section except for orders of postponement entered under subsection (c) or orders of suspension under subsection (i), without appropriate prior notice to the applicant or registrant (as well as the employer or prospective employer if the applicant or registrant is an agent or an investment adviser representative), opportunity for hearing, and written findings of fact and conclusions of law.
    (f) If the commissioner finds that a registrant or applicant for registration is no longer in existence or has ceased to do business as a broker-dealer, an agent, an investment adviser, or an investment adviser representative, is subject to an adjudication of mental incompetence or to the control of a committee, conservator, or guardian, or cannot be located after reasonable search, the commissioner may by order cancel the registration or application.
    (g) For purposes of proceedings by the commissioner under this chapter with respect to the registration of an agent or an investment adviser representative, the commissioner may institute proceedings under subsection (a) within one (1) year after termination or expiration of a registration and enter a revocation or suspension order as of the last date on which the registration was effective.
    (h) The commissioner shall notify the insurance commissioner when an order is issued under this section denying, suspending, or revoking registration.
    (i) The commissioner may by order summarily suspend a registration pending a final determination of a proceeding under this section. Upon the entry of the order, the commissioner shall promptly notify the registrant, as well as the employer if the registrant is an agent, that the order has been entered. The notice must include a statement:
        (1) of reasons for entry of the order; and
        (2) that within fifteen (15) days after the receipt of a written request the matter will be set down for a hearing.
If a hearing is not requested and none is ordered by the commissioner, the order remains in effect until it is modified or vacated by the commissioner. If a hearing is requested or ordered, the commissioner, after notice of and opportunity for hearing, may modify or vacate the order or extend it until a final determination.
    SECTION 3. IC 23-2-5-20, AS AMENDED BY P.L.230-1999, SECTION 12, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 20. A licensee or registrant person shall not, in connection with a contract for the services of a loan broker, either

directly or indirectly, do any of the following:
        (1) Employ any device, scheme, or artifice to defraud.
        (2) Make any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of circumstances under which they are made, not misleading.
        (3) Engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon any person.
        (4) Collect or solicit any consideration, except a bona fide third party fee, in connection with a loan until the loan has been closed.
    SECTION 4. IC 23-4-1-45 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 45. (a) To qualify as a limited liability partnership, a partnership under this chapter must do the following:
        (1) File a registration with the secretary of state in a form determined by the secretary of state that satisfies the following:
            (A) Is signed by one (1) or more partners authorized to sign the registration.
            (B) States the name of the limited liability partnership, which must:
                (i) contain the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of the name; and
                (ii) be distinguishable upon the records of the secretary of state from the name of a limited liability partnership registered to transact business in Indiana.
            (C) States the address of the partnership's principal office.
            (D) States the name of the partnership's registered agent and the address of the partnership's registered office for service of process as required to be maintained by section 50 of this chapter.
            (E) Contains a brief statement of the business in which the partnership engages.
            (F) States any other matters that the partnership determines to include.
            (G) States that the filing of the registration is evidence of the partnership's intention to act as a limited liability partnership.
        (2) File a ninety twenty-five dollar ($90) ($25) registration fee with the registration.
    (b) The secretary of state shall grant limited liability partnership

status to any partnership that submits a completed registration with the required fee.
    (c) Registration is effective and a partnership becomes a limited liability partnership on the date a registration is filed with the secretary of state or at any later date or time specified in the registration. The registration remains effective until it is voluntarily withdrawn by filing with the secretary of state a written withdrawal notice under section 45.2 of this chapter.
    (d) The status of a partnership as a limited liability partnership and the liability of a partner of a limited liability partnership is not adversely affected by errors or subsequent changes in the information stated in a registration under subsection (a).
    (e) A registration on file with the secretary of state is notice that the partnership is a limited liability partnership and is notice of all other facts set forth in the registration.
    SECTION 5. IC 23-4-1-45.1 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 45.1. (a) As used in this section, "limited liability partnership" refers to a:
        (1) limited liability partnership; or
        (2) foreign limited liability partnership;
as defined in section 2 of this chapter.
    (b) The registration of a limited liability partnership may be amended by filing in the office of the secretary of state a certificate of amendment executed by at least one (1) partner authorized to execute an amendment to the registration.
    (c) A certificate of amendment must contain the following:
        (1) The name of the limited liability partnership.
        (2) The date the registration was filed.
        (3) The amendment to the registration.
    (d) A certificate of amendment must be accompanied by a thirty fifteen dollar ($30) ($15) filing fee.
    (e) Subject to subsection (f), the registration of a limited liability partnership may be amended at any time.
    (f) An amended registration must contain only provisions that may be lawfully contained in the registration when the amendment is made.
    SECTION 6. IC 23-4-1-45.2 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 45.2. (a) As used in this section, "limited liability partnership" refers to a:
        (1) limited liability partnership; or
        (2) foreign limited liability partnership;
as defined in section 2 of this chapter.
    (b) The registration of a limited liability partnership may be

withdrawn by filing in the office of the secretary of state a withdrawal notice executed by at least one (1) partner authorized to execute a withdrawal notice.
    (c) A withdrawal notice must contain the following:
        (1) The name of the limited liability partnership.
        (2) The date the registration was filed.
        (3) A brief statement regarding the reason for filing the withdrawal notice.
        (4) Any other information considered appropriate by the limited liability partnership.
    (d) A withdrawal notice must be accompanied by a thirty fifteen dollar ($30) ($15) filing fee.
    (e) The withdrawal notice is effective and the partnership ceases to be a limited liability partnership on the date a withdrawal notice is filed with the secretary of state or at any later date or time specified in the notice.
    SECTION 7. IC 23-4-1-45.3 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 45.3. (a) The exclusive right to use a name of a limited liability partnership or foreign limited liability partnership may be reserved by the following:
        (1) A person intending to organize a limited liability partnership under this article and to adopt that name.
        (2) A limited liability partnership or any foreign limited liability partnership registered in Indiana that, in either case, intends to change its name to that name.
        (3) A foreign limited liability partnership intending to register in Indiana and use that name in Indiana.
        (4) A person intending to organize a foreign limited liability partnership and intending to have it registered in Indiana and use that name in Indiana.
    (b) An applicant may reserve a specified name by filing with the secretary of state an application executed by the applicant specifying the name to be reserved and the name and the address of the applicant, along with a twenty fifteen dollar ($20) ($15) fee. If the secretary of state finds that the name is available for use by the applicant, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty (120) days. After reserving a name, the same applicant may reserve the same name for successive periods of one hundred twenty (120) days.
    (c) The exclusive right to use a reserved name may be transferred to another person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant who reserved the name to be

transferred and the name and address of the transferee.
    SECTION 8. IC 23-4-1-49 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 49. (1) Before transacting business in this state, a foreign limited liability partnership shall do the following:
        (a) Comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged.
        (b) File a registration with the secretary of state in a form determined by the secretary of state that satisfies the following:
            (I) Is signed at least by one (1) partner authorized to sign the registration.
            (II) States the name of the limited liability partnership which must contain the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" or other similar words or abbreviations as may be required or authorized by the laws of the jurisdiction where the partnership is registered as the last words or letters of the name.
            (III) States the jurisdiction in which the partnership is registered as a limited liability partnership.
            (IV) States the address of the partnership's principal office.
            (V) States the name of the partnership's registered agent and the address of the partnership's registered office for service of process as required to be maintained by section 50 of this chapter.
            (VI) Contains a brief statement of the business in which the partnership engages.
            (VII) States any other matters that the partnership determines to include.
            (VIII) States that the filing of the registration is evidence of the partnership's intention to act as a limited liability partnership.
        (c) File a ninety twenty-five dollar ($90) ($25) registration fee with the registration.
    (2) The secretary of state shall permit a foreign limited liability partnership that:
        (a) submits a completed registration;
        (b) submits the required ninety twenty-five dollars ($90); ($25); and
        (c) otherwise complies with this chapter;
to transact business in the state. A registration remains effective until

the registration is voluntarily withdrawn under section 45.2 of this chapter.
    (3) The internal affairs of foreign limited liability partnerships, including the liability of partners for debts, obligations, and liabilities of or chargeable to the partnership or a partner or partners, are subject to and governed by the laws of the jurisdiction in which the foreign limited liability partnership is registered.
    SECTION 9. IC 23-5-1-10.1 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 10.1. (a) As used in this section, "trust" means a:
        (1) domestic business trust; or
        (2) foreign business trust;
as defined in section 2 of this chapter.
    (b) Each trust authorized to transact business in Indiana shall deliver a biennial report to the secretary of state for filing that sets forth the following:
        (1) The name of the trust and the state or country under whose law the trust is created.
        (2) The address of the trust's registered office and the name of its registered agent at that office in Indiana.
        (3) The address of the trust's principal office.
    (c) When a biennial report is filed, it must be accompanied by the following:
        (1) A verified list of the names and addresses of the trustees of the business trust.
        (2) Executed copies of all amendments to:
            (A) the original trust instrument; and
            (B) amendments to the trust instrument that:
                (i) were adopted not later than December 31 of the preceding year; and
                (ii) have not been filed under section 7 of this chapter.
        (3) A fee of fifteen dollars ($15) per year to be paid biennially.
    (d) Information in the biennial report must be current as of the date the biennial report is executed on behalf of the trust.
    (e) The first biennial report must be delivered to the secretary of state in the second year following the calendar year in which a domestic business trust was created or a foreign business trust was authorized to transact business. The biennial report is due during the same month as the month in which the trust was created or authorized to transact business.
    (f) Subsequent biennial reports must be delivered to the secretary of state every second year following the year in which the last biennial

report was filed. The secretary of state may accept reports during the two (2) months before the month that they are due.
    (g) If a biennial report does not contain the information required by this section, the secretary of state shall promptly notify the reporting trust in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the secretary of state within thirty (30) days after the effective date of notice, it is considered to be timely filed.
    SECTION 10. IC 23-15-1-1 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 1. (a) Except as otherwise provided in section 2 of this chapter:
        (1) a person conducting or transacting business in Indiana under a name, designation, or title other than the real name of the person conducting or transacting such business;
        (2) a corporation conducting business in Indiana under a name, designation, or title other than the name of the corporation as shown by its articles of incorporation;
        (3) a foreign corporation conducting business in Indiana under a name, designation, or title other than the name of the foreign corporation as shown by its application for certificate of authority to transact business in Indiana;
        (4) a limited partnership conducting business in Indiana under a name, designation, or title other than the name of the limited partnership as shown by its certificate of limited partnership;
        (5) a foreign limited partnership conducting business in Indiana under a name, designation, or title other than the name of the limited partnership as shown by its application for registration;
        (6) a limited liability company conducting business in Indiana under a name, designation, or title other than as shown by its articles of organization;
        (7) a foreign limited liability company conducting business in Indiana under a name, designation, or title other than the name of the limited liability company as shown by its application for registration;
        (8) a limited liability partnership conducting business in Indiana under a name, designation, or title other than the name of the limited liability partnership as shown by its application for registration; and
        (9) a foreign limited liability partnership conducting business in Indiana under a name, designation, or title other than the name of the limited liability partnership as shown by its application for registration;


shall file for record, in the office of the recorder of each county in which a place of business or an office of the person, limited partnership, foreign limited partnership, limited liability company, foreign limited liability company, corporation, or foreign corporation is situated, a certificate stating the assumed name to be used, and, in the case of a person, the full name and address of the person engaged in or transacting business, or, in the case of a corporation, foreign corporation, limited liability company, foreign limited liability company, limited partnership, or foreign limited partnership, the full name and the address of the corporation's, limited liability company's, or limited partnership's principal office in Indiana.
    (b) The recorder shall keep a record of the certificates filed under this section and shall keep an index of the certificates showing, in alphabetical order, the names of the persons, the names of the partnerships, the names of the limited liability companies, the corporate names of the corporations having such certificates on file in the recorder's office, and the assumed names which they intend to use in carrying on their businesses as shown by the certificates.
    (c) Before the dissolution of any business for which a certificate is on file with the recorder, the person, limited liability company, partnership, or corporation to which the certificate appertains shall file a notice of dissolution for record in the recorder's office.
    (d) The county recorder shall charge a fee in accordance with IC 36-2-7-10 for each certificate, notice of dissolution, and notice of discontinuance of use filed with the recorder's office and recorded under this chapter. The funds received shall be receipted as county funds the same as other money received by the recorders.
    (e) A corporation, limited liability company, or limited partnership subject to this chapter shall, in addition to filing the certificate provided for in subsection (a), file with the secretary of state a copy of each certificate.
    (f) A person, partnership, limited liability company, or corporation that has filed a certificate of assumed business name under subsection (a) or (e) may file a notice of discontinuance of use of assumed business name with the secretary of state and with the recorder's office in which the certificate was filed or transferred. The secretary of state and the recorder shall keep a record of notices filed under this subsection.
    (g) A corporation or limited partnership, domestic or foreign, that is subject to this chapter and that does not have a place of business or an office in Indiana, shall file the certificate required under subsection (a) in the office of the recorder of the county where the corporation's or

limited partnership's registered office is located. The certificate must state the assumed name to be used, the name of the registered agent, and the address of the registered office. The corporation or limited partnership must comply with the requirements in subsection (e).
    (h) The secretary of state shall collect the following fees when a copy of a certificate is filed with the secretary of state under subsection (e):
        (1) A fee of thirty fifteen dollars ($30) ($15) from a corporation (other than a nonprofit corporation), limited liability company, or a limited partnership.
        (2) A fee of twenty-six fifteen dollars ($26) ($15) from a nonprofit corporation.
    SECTION 11. IC 23-16-12-4 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 4. (a) The secretary of state shall collect the following fees when the documents described in this section are delivered by a domestic or foreign limited partnership or a foreign limited liability company to the secretary of state for filing:
    Document    Fee
    (1) Application for reservation of name    $20 $15
    (2) Application for use of indistinguishable name    $20 $15
    (3) Application for renewal of reservation    $20 $15
    (4) Notice of transfer or cancellation of reservation    $20 $15
    (5) Certificate of change of registered agent's
    business address    No fee
    (6) Certificate of resignation of agent    No fee
    (7) Certificate of limited partnership    $90 $25
    (8) Certificate of amendment    $30 $15
    (9) Certificate of cancellation    $90 $15
    (10) Restated certificate of limited partnership
    or registration    $30 $15
    (11) Restated certificate of limited partnership
    or registration with amendments    $30 $15
    (12) Application for registration    $90 $25
    (13) Certificate of change of application    $30 $15
    (14) Certificate of cancellation of
    registration    $30 $15
    (15) Certificate of change of registered agent    No fee
    (16) Application for certificate of existence or
    authorization    $15
    (17) Any other document required or permitted to be
    filed under 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)    $30 $15
    (b) 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.
    (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 limited partnership:
    (1) Per page for copying    $ 1 $0.10
    (2) For a certification stamp    $15
    SECTION 12. IC 23-17-29-3 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 3. (a) The secretary of state shall collect the following fees when the following documents are delivered for filing:
    DOCUMENT    FEE
(1)    Articles of Incorporation    $30 $15
(2)    Application for use of
        indistinguishable name    $20 $15
(3)    Application for reserved name    $20 $15
(4)    Notice of transfer of reserved name    $20 $15
(5)    Application for registered name    $30 $15
(6)    Application for renewal of
        registered name    $30 $15
(7)    Corporation's statement of change
        of registered agent or registered
        office or both    no fee
(8)    Agent's statement of change of
        registered office for each
        affected corporation    no fee
(9)    Agent's statement of resignation    no fee
(10)    Amendment of articles of
        incorporation    $30 $15
(11)    Restatement of articles of
        incorporation with amendments    $30 $15
(12)    Articles of merger    $30 $15
(13)    Articles of dissolution    $30 $15
(14)    Articles of revocation of
        dissolution    $30 $15
(15)    Certificate of administrative
        dissolution    no fee
(16)    Application for reinstatement
        following administrative
        dissolution    $30 $15
(17)    Certificate of reinstatement    no fee
(18)    Certificate of judicial dissolution    no fee
(19)    Application for certificate of
        authority    $30 $15
(20)    Application for amended certificate
        of authority    $30 $15
(21)    Application for certificate of
        withdrawal    $30 $15
(22)    Certificate of revocation of
        authority to transact business    no fee
(23)    Annual report    $10
(24)    Articles of correction    $30 $15
(25)    Certificate of existence    $15
(26)    Any other document required or
        permitted to be filed by this
        article    $30 $15
    (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) Ten cents ($0.10) a page for copying.
        (2) Fifteen dollars ($15) for the certification stamp.
    SECTION 13. IC 23-18-12-3 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 3. (a) The secretary of state shall collect the following fees when the documents described in this section are delivered for filing:
    Document     Fee
        (1) Articles of organization
$90 $25

        (2) Application for use of
        indistinguishable name
$20 $15

        (3) Application for reservation of name
$20 $15

        (4) Application for renewal of
        reservation
$20 $15

        (5) Notice of transfer or cancellation
        of reservation
$20 $15

        (6) Certificate of change of registered
        agent's business address
No Fee

        (7) Certificate of resignation of
        agent
No Fee

        (8) Articles of amendment
$30 $15

        (9) Restatement of articles of
        organization
$30 $15

        (10) Articles of dissolution
$30 $15

        (11) Application for certificate of
        authority
$90 $25

        (12) Application for amended
        certificate of authority
$30 $15

        (13) Application for certificate of
        withdrawal
$30 $15

        (14) Application for reinstatement
        following administrative dissolution
$30 $15

        (15) Articles of correction
$30 $15

        (16) Certificate of change of
        registered agent
No Fee

        (17) Application for certificate of
        existence or authorization
$15

        (18) Biennial report
$30 $15

        (19) Any other document required or
        permitted to be filed under this article
$30 $15

    (b) The fee set forth in subsection (a)(18) for filing a biennial report is fifteen dollars ($15) per year to be paid biennially.
    (c) The secretary of state shall collect a fee of $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, 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 documents relating to a domestic or foreign limited liability company:
        (1) One dollar ($1) Ten cents ($0.10) per page for copying.
        (2) Fifteen dollars ($15) for certification stamp.
    SECTION 14. IC 26-1-9-401 IS AMENDED TO READ AS FOLLOWS [EFFECTIVE JULY 1, 2000]: Sec. 401. (1) The proper place to file in order to perfect a security interest is as follows:
        (a) When the collateral is consumer goods, equipment used in farming operations, or farm products, or accounts or general

intangibles arising from or relating to the sale of farm products by a farmer, or consumer goods, then in the office of the county recorder in the county of the debtor's residence or if the debtor is not a resident of this state then in the office of the county recorder in the county where the goods are kept, and in addition when the collateral is crops, growing or to be grown, in the office of the county recorder in the county where the land is located.
        (b) When the collateral is timber to be cut or is minerals or the like (including oil and gas) or accounts subject to IC 26-1-9-103(5), or when the financing statement is filed as a fixture filing (IC 26-1-9-313) and the collateral is goods which are or are to become fixtures, then in the office where a mortgage on the real estate would be filed or recorded.
        (c) In all other cases, in the office of the secretary of state.
    (2) A filing which is made in good faith in an improper place or not in all of the places required by this section is nevertheless effective with regard to any collateral as to which the filing complied with the requirements of IC 26-1-9 and is also effective with regard to collateral covered by the financing statement against any person who has knowledge of the contents of such financing statement.
    (3) A filing which is made in the proper place in this state continues effective even though the debtor's residence or place of business or the location of the collateral or its use, whichever controlled the original filing, is thereafter changed.
    (4) The rules stated in IC 26-1-9-103 determine whether filing is necessary in this state.
    (5) For the purposes of this section, the residence of an organization is its place of business if it has one or its chief executive office if it has more than one (1) place of business.
    (6) From amounts collected by the secretary of state from and in connection with filings and requests under IC 26-1 there shall be paid from the general fund, as the primary source of such payment, all valid judgments recovered or to be recovered against county or state filing officers or their employees for failure to properly file or furnish correct information in connection with a request made as to filings and record searches under the filing system of the Uniform Commercial Code. Judgments payable under this section shall be paid if the attorney general is served with a copy of the summons in the original action and given an opportunity to defend; or, if he is not served, only upon motion and de novo hearing without jury trial made to the court rendering the judgment after service of notice thereof upon the attorney general, and after the court enters findings and judgment showing the

amount properly payable under IC 26-1. Any affected party or the attorney general may appeal from the original or the judgment entered pursuant to the motion. Not more than one hundred thousand dollars ($100,000) shall be paid from amounts collected by the secretary of state in any fiscal year.
    (7) A document described in subsection (8), (9), or (12) must be in the standard form prescribed by the secretary of state to be accepted for filing.
    (8) The fee for filing each of the following is four dollars ($4):
        (a) Financing statements, if filed with the secretary of state.
        (b) Continuation statements.
        (c) Separate statements of assignment.
        (d) Separate amendments of any of the foregoing.
        (e) Lists of creditors and schedules of property filed with the secretary of state for entry in the bulk sale file.
        (f) Partial releases, if filed with the county recorder.
        (g) Lis pendens and other filings under the Uniform Commercial Code filing systems.
    (9) If the document is:
        (a) filed with the county recorder; and
        (b) a financing statement;
the fee for filing the document is eight dollars ($8), which includes a prepaid release fee of four dollars ($4).
    (10) An additional fee of one dollar ($1) shall be paid for each of the following:
        (a) Filing and indexing a financing statement indicating an assignment.
        (b) Filing and indexing a financing statement that is subject to IC 26-1-9-402(4).
        (c) Indexing each name after the first, including trade names.
        (d) Furnishing filing data regarding any document.
        (e) Furnishing a filing officer's document under IC 26-1-9-407(2), plus fifty cents ($0.50) for each financing statement and for each statement of assignment listed on the filing officer's document.
    (11) An additional fee of fifty cents ($0.50) shall be paid for the following:
        (a) filing any of the foregoing described in subsection (8) or (9) in the fixture file.
        (b) Each page of a copy of a document shall be an additional fee of ten cents ($0.10).
    (12) No filing fee shall be charged for the filing of termination statements.