Citations Affected: IC 20-12; IC 23-1; IC 23-4; IC 23-15; IC 23-16;
IC 23-17; IC 23-18; IC 26-1.
Effective: July 1, 2001; January 1, 2002.
January 22, 2001, read first time and referred to Committee on Commerce and Consumer
Affairs.
February 15, 2001, reported favorably _ Do Pass.
February 19, 2001, read second time, ordered engrossed.
February 20, 2001, engrossed.
February 22, 2001, read third time, passed. Yeas 48, nays 0.
the term "bank" in the name of the business entity. Provides for administrative dissolution of a business entity with a name that contains "bank" if the department of financial institutions determines that the business entity violates the law regulating banks. Allows electronic signatures on certain electronic filings. Establishes a filing fee for articles of merger. Allows for a renewable reservation of a nonprofit corporation name.
A BILL FOR AN ACT to amend the Indiana Code concerning
business and other associations.
SECTION 1. IC 20-12-23-2 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JANUARY 1, 2002]: Sec. 2. The board of
trustees of the state university shall be nine (9) in number. of whom
Not more than two (2) excluding the student trustee appointed pursuant
to IC 20-12-24-3.5, of the trustees appointed under IC 20-12-24-3
shall reside in the same county. and They and their successors shall be
a body politic, with the style of "The Trustees of Indiana University";
in that name to sue and be sued; to elect one (1) of their number
president; to elect a treasurer, secretary, and such other officers as they
may deem necessary, to prescribe the duties and fix the compensation
of such officers; to possess all the real and personal property of such
university for its benefit; to take and hold, in their corporate name any
real or personal property for the benefit of such institution; to expend
the income of the university for its benefit; to declare vacant the seat
of any trustee who shall absent himself from two (2) successive
meetings of the board, or be guilty of any gross immorality or breach
of the bylaws of the institution; to elect a president, such professors and
other officers for such university as shall be necessary, and prescribe
their duties and salaries; to employ other persons as necessary; to
establish programs of fringe benefits and retirement benefits for the
university's officers, faculty, and other employees that may be
supplemental to or in lieu of state retirement programs established by
statute for public employees; to prescribe the course of study and
discipline and price of tuition in such university; and to make all
bylaws necessary to carry into effect the powers hereby conferred.
SECTION 2. IC 23-1-18-1 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: 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 typewritten or printed, legible, 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 executed:
(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; or
(3) if the corporation is in the hands of a receiver, trustee, or other
court appointed fiduciary, by that fiduciary.
(g) Except as provided in subsection (k), the person executing the
document shall sign it and state beneath or opposite the signature the
person's name and the capacity in which the person signs. A signature
on a document authorized to be filed under this article may be a
facsimile. The document may but is not required to contain:
(1) the corporate seal;
(2) an attestation by the secretary or an assistant secretary; and
(3) an acknowledgement, verification, or proof.
(h) 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.
signed notice of the transfer that states the name and address of the
transferee.
SECTION 5. IC 23-1-23-3 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 3. (a) A foreign
corporation may register its corporate name, or its corporate name with
any addition required by IC 23-1-49-6, if the name is distinguishable
upon the records of the secretary of state as provided in section 1 of
this chapter.
(b) A foreign corporation registers its corporate name, or its
corporate name with any addition required by IC 23-1-49-6, by
delivering to the secretary of state for filing an application
(1) setting forth:
(A) (1) its corporate name, or its corporate name with any
addition required by IC 23-1-49-6; and
(B) (2) the state or country and date of its incorporation. and
(C) a brief description of the nature of the business in which it is
engaged; and
(2) accompanied by a certificate of existence (or a document of
similar import) from the state or country of incorporation.
(c) The name is registered for the applicant's exclusive use upon the
effective date of the application.
(d) A foreign corporation whose registration is effective may renew
it for successive years by delivering to the secretary of state for filing
a renewal application, which complies with the requirements of
subsection (b), between October 1 and December 31 of the preceding
year. The filing of the renewal application renews the registration for
the following calendar year.
(e) A foreign corporation whose registration is effective may
thereafter qualify as a foreign corporation under that name or consent
in writing to the use of that name by a corporation thereafter
incorporated under this article or by another foreign corporation
thereafter authorized to transact business in Indiana. The registration
terminates when the domestic corporation is incorporated or the foreign
corporation qualifies or consents to the qualification of another foreign
corporation under the registered name.
SECTION 6. IC 23-1-33-6 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 6. (a) The articles of
incorporation or if the articles of incorporation so authorize, the bylaws
may provide for staggering their terms by dividing the total number of
directors into either:
(1) two (2) groups, with each group containing one-half (1/2) of
the total, as near as may be; or
incorporation of the holding corporation described in
IC 23-1-38-2;
(4) the directors of the parent corporation immediately before
the effective date of the merger become the directors of the
holding corporation immediately after the effective date of the
merger; and
(5) the shareholders of the parent corporation do not
recognize a gain or a loss for federal income tax purposes in
connection with the merger, as determined by the board of
directors of the parent corporation.
(b) The board of directors of a parent corporation that merges
with a subsidiary corporation under subsection (a) shall adopt a
plan of merger that sets forth:
(1) the names of the parent corporation, the subsidiary
corporation, and the holding corporation; and
(2) the manner and basis of converting the shares of the
parent corporation into shares of the holding corporation of
which the parent will be a subsidiary after the effective date
of the merger.
(c) The following apply to a merger under subsection (a):
(1) To the extent that the restrictions of IC 23-1-42 apply to
the parent corporation and shareholders of the parent
corporation on the effective date of the merger, the same
restrictions apply to the holding corporation and shareholders
of the holding corporation immediately after the effective date
of the merger, as if the holding corporation were the parent
corporation.
(2) Any control shares (as defined in IC 23-1-42-1) of the
parent corporation on the effective date of the merger become
control shares of the holding corporation immediately after
the effective date of the merger.
(3) To the extent that restrictions under IC 23-1-43 apply to
the parent corporation and shareholders of the parent
corporation on the effective date of the merger, the same
restrictions apply to the holding corporation and shareholders
of the holding corporation after the effective date of the
merger, as if the holding corporation were the parent
corporation.
(4) All shares of the holding corporation that are acquired in
the merger are, for purposes of IC 23-1-43, considered to have
been acquired at the time the shares of stock of the parent
corporation from which the shares were converted in the
merger were acquired.
(5) A shareholder who was not an interested shareholder (as
defined in IC 23-1-43-10) of the parent corporation
immediately before the effective date of the merger does not
become an interested shareholder of the holding corporation
solely because of the merger.
(6) At the election of the board of directors of the parent
corporation, after the effective date of the merger the shares
of each class of stock of the holding corporation into which
shares of the parent corporation are converted in the merger
will be represented by the certificates that represented shares
of the parent corporation.
SECTION 8. IC 23-4-1-45 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: 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. A signature on a document under this
clause that is transmitted and filed electronically is
sufficient if the person transmitting and filing the
document:
(i) 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
(ii) enters the filing party's name on the electronic form
in a signature box or other place indicated by the
secretary of state.
(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.
executed by must set forth the name and address of the applicant
specifying the and the name proposed to be reserved. and the name
and the address of the applicant, along with a twenty dollar ($20) 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 renewable 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.
day periods.
(c) (b) The exclusive right to use owner of a reserved name may be
transferred transfer the reservation to another person by filing in the
office of delivering to the secretary of state a signed notice of the
transfer executed by the applicant who reserved the name to be
transferred and that states the name and address of the transferee.
SECTION 10. IC 23-4-1-45.4 IS ADDED TO THE INDIANA
CODE AS A NEW SECTION TO READ AS FOLLOWS
[EFFECTIVE JULY 1, 2001]: Sec. 45.4. (a) A foreign limited liability
partnership may register its name, or its name with any addition
required by section 45 of this chapter, if the name is distinguishable
upon the records of the secretary of state as provided in section 45
of this chapter.
(b) A foreign limited liability partnership registers its name, or
its name with any addition required by section 45 of this chapter,
by delivering to the secretary of state for filing an application
setting forth:
(1) its name, or its name with any addition required by section
45 of this chapter; and
(2) the state or country and date of its formation.
(c) The name is registered for the applicant's exclusive use upon
the effective date of the application.
(d) A foreign limited liability partnership whose registration is
effective may renew the registration for successive years by
delivering to the secretary of state for filing a renewal application
that complies with subsection (b). The renewal application must be
filed between October 1 and December 31 of the preceding year.
The filing of the renewal application renews the registration for the
following calendar year.
(e) A foreign limited liability partnership whose registration is
effective may thereafter qualify as a foreign limited liability
partnership under that name or consent in writing to the use of
that name by a limited liability partnership thereafter formed
under this article or by another foreign limited liability
partnership thereafter authorized to transact business in Indiana.
The registration terminates when the domestic limited liability
partnership is formed or the foreign limited liability partnership
qualifies or consents to the qualification of another foreign limited
liability partnership under the registered name.
SECTION 11. IC 23-4-1-45.5 IS ADDED TO THE INDIANA
CODE AS A NEW SECTION TO READ AS FOLLOWS
[EFFECTIVE JULY 1, 2001]: Sec. 45.5. The secretary of state shall
collect the following fees when the documents described in this
chapter are delivered to the secretary of state for filing:
(1) Application for reservation of name
(2) Application for renewal of reservation
(3) Notice of transfer of reserved name
(4) Application of registered name
(5) Application for renewal of registered name
SECTION 12. IC 23-4-1-49 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 49. (1) (a) Before
transacting business in this state, a foreign limited liability partnership
shall do the following:
(a) (1) Comply with any statutory or administrative registration or
filing requirements governing the specific type of business in
which the partnership is engaged.
(b) (2) File a registration with the secretary of state in a form
determined by the secretary of state that satisfies the following:
(I) (A) Is signed at least by one (1) partner authorized to sign
the registration. A signature of an authorized partner on a
document under this clause that is transmitted and filed
electronically is sufficient if the authorized partner
transmitting and filing the document:
(i) 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
(ii) enters the filing party's name on the electronic form
in a signature box or other place indicated by the
secretary of state.
(II) (B) 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) (C) States the jurisdiction in which the partnership is
registered as a limited liability partnership.
(IV) (D) States the address of the partnership's principal office.
(V) (E) 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) (F) Contains a brief statement of the business in which
the partnership engages.
(VII) (G) States any other matters that the partnership
determines to include.
(VIII) (H) States that the filing of the registration is evidence
of the partnership's intention to act as a limited liability
partnership.
(c) (3) File a ninety dollar ($90) registration fee with the
registration.
(2) (b) The secretary of state shall permit a foreign limited liability
partnership that:
(a) (1) submits a completed registration;
(b) (2) submits the required ninety dollars ($90); and
(c) (3) 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) (c) 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 13. IC 23-15-1-1 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: 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 or names 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 name or 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.
The secretary of state shall file the original certificate of dissolution
and serve a copy of the certificate of dissolution on the business
entity.
(e) A business entity administratively dissolved under this
section may carry on only those activities necessary to wind up and
liquidate the business entity's affairs.
Sec. 4. (a) The business entity may appeal the administrative
dissolution to the circuit court or superior court of the county:
(1) where the business entity's principal office is located; or
(2) if the principal office is not located in Indiana, where the
business entity's registered office is located;
not later than thirty (30) days after service of the notice of denial
is perfected.
(b) The court may do the following:
(1) Order the secretary of state to reinstate the dissolved
business entity.
(2) Take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil
proceedings.
Sec. 5. Dissolution under this section is in addition to any
penalties imposed upon the business entity by IC 28-1-20-4(j).
SECTION 15. IC 23-15-9 IS ADDED TO THE INDIANA CODE
AS A NEW CHAPTER TO READ AS FOLLOWS [EFFECTIVE
JULY 1, 2001]:
Chapter 9. Miscellaneous
Sec. 1. The secretary of state shall, upon request from the
department of workforce development, provide to the department
of workforce development a list of:
(1) corporations;
(2) nonprofit corporations;
(3) limited partnerships; and
(4) limited liability companies;
that have been administratively, judicially, or voluntarily dissolved
under IC 23.
SECTION 16. IC 23-16-2-2 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 2. (a) The A person
may reserve the exclusive right to the use of a name, may be reserved
including a fictitious name by a foreign limited partnership whose
name is not available, by
(1) any person intending to organize a limited partnership under
this article and to adopt that name;
(2) any domestic limited partnership or any foreign limited
partnership registered in Indiana intending to adopt that name;
(3) any foreign limited partnership intending to register in Indiana
and adopt that name; and
(4) any person intending to organize a foreign limited partnership
and intending to have it registered in Indiana and adopt that name.
(b) The reservation of a specified name shall be made by filing with
delivering an application to the secretary of state an for filing. The
application executed by the must set forth the name and address of
the applicant specifying the and the name proposed to be reserved.
and the name and address of the applicant. If the secretary of state finds
that the name is available, for use by a domestic or foreign limited
partnership, the secretary of state shall reserve the name for the
exclusive use of the applicant for a period of renewable one hundred
twenty (120) days. Once having so reserved a name, the same applicant
may again reserve the same name for successive periods of one
hundred twenty (120) days. day periods.
(b) The right to the exclusive use owner of a reserved name may be
transferred transfer to any other another person by filing in the office
of delivering to the secretary of state a signed notice of the transfer
executed by the applicant for whom the name was reserved, and
specifying the name to be transferred and that states the name and
address of the transferee.
SECTION 17. IC 23-16-2-2.5 IS ADDED TO THE INDIANA
CODE AS A NEW SECTION TO READ AS FOLLOWS
[EFFECTIVE JULY 1, 2001]: Sec. 2.5. (a) A foreign limited
partnership may register its name, or its name with any addition
required by section 1 of this chapter, if the name is distinguishable
upon the records of the secretary of state as provided in section 1
of this chapter.
(b) A foreign limited partnership registers its name, or its name
with any addition required by section 1 of this chapter, by
delivering to the secretary of state for filing an application setting
forth:
(1) its name, or its name with any addition required by section
1 of this chapter; and
(2) the state or country and date of its formation.
(c) The name is registered for the applicant's exclusive use upon
the effective date of the application.
(d) A foreign limited partnership whose registration is effective
may renew the registration for successive years by delivering to the
secretary of state for filing a renewal application that complies
with subsection (b). The renewal application must be filed between
October 1 and December 31 of the preceding year. The filing of the
renewal application renews the registration for the following
calendar year.
(e) A foreign limited partnership whose registration is effective
may thereafter register as a foreign limited partnership under that
name or consent in writing to the use of that name by a limited
partnership thereafter formed under this article or by another
foreign limited partnership thereafter authorized to transact
business in Indiana. The registration terminates when the domestic
limited partnership is formed or the foreign limited partnership
registers or consents to the registration of another foreign limited
partnership under the registered name.
SECTION 18. IC 23-16-12-4 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: 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
(2) Application for use of indistinguishable name $20
(3) Application for renewal of reservation $20
(4) Notice of transfer or cancellation
of reservation reserved name $20
(5) Application of registered name $30
(6) Application for renewal of registered name $30
(7) Certificate of change of registered agent's
business address No fee
(6) (8) Certificate of resignation of agent No fee
(7) (9) Certificate of limited partnership $90
(8) (10) Certificate of amendment $30
(9) (11) Certificate of cancellation $90
(10) (12) Restated certificate of limited partnership
or registration $30
(11) (13) Restated certificate of limited partnership
or registration with amendments $30
(12) (14) Application for registration $90
(13) (15) Certificate of change of application $30
(14) (16) Certificate of cancellation of
registration $30
(15) (17) Certificate of change of registered agent No fee
(16) (18) Application for certificate of existence or
authorization $15
must be paid in the manner and form required by the secretary of state.
(h) 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.
SECTION 20. IC 23-17-5-2 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 2. (a) A person may
reserve the exclusive use of a corporate name, including a fictitious
name for a foreign corporation whose corporate name is not available,
by delivering an application to the secretary of state for filing. The
application must set forth the name and address of the applicant and the
name proposed to be reserved. If the secretary of state finds that the
corporate name applied for is available, the secretary of state shall
reserve the name for the applicant's exclusive use for a nonrenewable
one hundred twenty (120) day period.
(b) The owner of a reserved corporate name may transfer the
reservation to another person by delivering to the secretary of state a
signed notice of the transfer that states the name and address of the
transferee.
SECTION 21. IC 23-17-5-3 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 3. (a) A foreign
corporation may register the foreign corporation's:
(1) corporate name; or
(2) corporate name with any addition required under
IC 23-17-26-6;
if the name is distinguishable upon the records of the secretary of state
as provided in section 1 of this chapter.
(b) A foreign corporation registers the foreign corporation's
corporate name, with any addition required under IC 23-17-26-6, by
delivering to the secretary of state for filing an application that meets
the following conditions
(1) sets setting forth: the following:
(A) (1) The foreign corporation's corporate its name, or its name
with any addition required by IC 23-17-26-6; and
(B) (2) the state or country and date of the foreign corporation's
its incorporation.
(C) A brief description of the nature of the activities in which the
foreign corporation is engaged.
(2) Is accompanied by a certificate of existence or a similar
document from the state or country of incorporation.
(c) The name is registered for the applicant's exclusive use upon the
effective date of the application.
(d) A foreign corporation whose registration is effective may renew
the registration for successive years by delivering to the secretary of
state for filing a renewal application that complies with the
requirements of subsection (b) between October 1 and December 31 of
the preceding year. The renewal application renews the registration for
the following year.
(e) A foreign corporation whose registration is effective may:
(1) qualify as a foreign corporation under that name; or
(2) consent in writing to the use of that name by:
(A) a domestic corporation subsequently incorporated under
this article; or
(B) another foreign corporation subsequently authorized to
transact business in Indiana.
The registration terminates when the domestic corporation is
incorporated or the foreign corporation qualifies or consents to the
qualification of another foreign corporation under the registered name.
SECTION 22. IC 23-17-29-1 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: 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.
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.
SECTION 23. IC 23-17-29-3 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: 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
(2) Application for use of
indistinguishable name $20
(3) Application for reserved name $20
(4) Notice of transfer of reserved name $20
(5) Application for renewal of reservation $20
(6) Application for registered name $30
(6) (7) Application for renewal of
registered name $30
(7) (8) Corporation's statement of change
of registered agent or registered
office or both no fee
(8) (9) Agent's statement of change of
registered office for each
affected corporation no fee
(9) (10) Agent's statement of resignation no fee
(10) (11) Amendment of articles of
incorporation $30
(11) (12) Restatement of articles of
incorporation with amendments $30
(12) (13) Articles of merger $30
(13) (14) Articles of dissolution $30
(14) (15) Articles of revocation of
dissolution $30
(15) (16) Certificate of administrative
dissolution no fee
(16) (17) Application for reinstatement
following administrative
dissolution $30
(17) (18) Certificate of reinstatement no fee
this article or by another foreign limited liability company
thereafter authorized to transact business in Indiana. The
registration terminates when the domestic limited liability
company is organized or the foreign limited liability company
qualifies or consents to the qualification of another foreign limited
liability company under the registered name.
SECTION 26. IC 23-18-12-1 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 1. (a) A document
required or permitted under this article may be filed with the secretary
of state if the document meets the requirements under this article,
including the following requirements:
(1) The document must contain the information required by this
article, however, it may also contain additional information.
(2) The document must be typewritten or printed.
(3) The document must be legible.
(4) The document must be in the English language. A limited
liability company's name need not be in English if written in
English letters or Arabic or Roman numerals, and the certificate
of existence required of foreign limited liability companies need
not be in English if accompanied by a reasonably authenticated
English translation.
(5) The document must be executed:
(A) by a member or an agent designated by the limited liability
company if the articles of organization do not provide for a
manager or managers;
(B) by a manager or an agent designated by the limited
liability company if the articles of organization do provide for
a manager or managers; or
(C) if the limited liability company is in the hands of a
receiver, trustee, or other court appointed fiduciary, by that
fiduciary.
(6) The person executing the document must sign the document
and state beneath or opposite the signature the person's name and
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.
(7) 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.
(8) The document must be delivered to the secretary of state for
filing 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.
(b) 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.
SECTION 27. IC 23-18-12-3 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 3. (a) The secretary of
state shall collect the following fees when the documents described in
this section are delivered for filing:
Document
subsection (e), the fee for filing and indexing a record under this part,
other than an initial financing statement of the kind described in
IC 26-1-9.1-502(c), is:
(1) four dollars ($4) if the record is communicated in writing,
including by facsimile, and consists of one (1) or two (2) pages;
(2) eight dollars ($8) if the record is communicated in writing,
including by facsimile, and consists of more than two (2) pages;
and
(3) four dollars ($4) no fee if the record is communicated by
another medium authorized by filing-office rule. electronic filing.
(b) Except as otherwise provided in subsection (e), the fee for filing
and indexing an initial financing statement of the kind described in
IC 26-1-9.1-502(c) is: the amount specified in subsection (c), if
applicable, plus:
(1) eight dollars ($8) if the financing statement indicates that it is
filed in connection with a public-finance transaction; and
(2) eight dollars ($8) if the financing statement indicates that it is
filed in connection with a manufactured-home transaction.
(c) Except as otherwise provided in subsection (e), if a record is
communicated in writing, the fee for each name more than two (2)
required to be indexed is one dollar ($1).
(d) (c) The fee for responding to a request for information from the
filing office, including for issuing a certificate showing whether there
is on file any financing statement naming a particular debtor, is:
(1) one dollar ($1) five dollars ($5) if the request is
communicated in writing, including by facsimile; and
(2) one dollar ($1) no fee if the request is communicated by
another medium authorized by filing-office rule. electronically.
(e) (d) This section does not require a fee with respect to a record
of a mortgage which is effective as a financing statement filed as a
fixture filing or as a financing statement covering as-extracted
collateral or timber to be cut under IC 26-1-9.1-502(c). However, the
recording and satisfaction fees that otherwise would be applicable to
the record of the mortgage apply.