Introduced Version
HOUSE BILL No. 2062
_____
DIGEST OF INTRODUCED BILL
Citations Affected: IC 23-1;
IC 23-4-1
;
IC 23-15-1-1
;
IC 23-25-8
;
IC 23-16; IC 23-17; IC 23-18;
IC 26-1-9.1-525.
Synopsis: Business entity matters. Provides that the filing fee for a
renewal of a nonprofit reserved name is $20. Establishes certain filing
fees for business entity name filings. Revises procedures related to
filing for business entity names. Changes certain fees. Allows a
corporation's bylaws to be amended to permit staggered terms for a
corporation's board of directors without first amending the articles of
incorporation. Provides reduced fees or eliminates fees for certain
items filed electronically. Allows a filing with the secretary of state to
contain multiple assumed business names. Requires the secretary of
state to forward to the department of financial institutions a filing that
contains the term "bank" in the name of the business entity. Provides
that a filing that contains the term "bank" in the business name may not
be accepted by the secretary of state until the filing's use of "bank" is
approved by the department of financial institutions. Allows electronic
signatures on certain electronic filings with the secretary of state.
Eliminates the fee for the cancellation of a limited partnership reserved
name. Establishes a filing fee for articles of merger. Allows for a
renewable reservation of a nonprofit corporation name.
Effective: July 1, 2001.
Bardon
January 17, 2001, read first time and referred to Committee on Commerce, Economic
Development and Technology.
Introduced
First Regular Session 112th General Assembly (2001)
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
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Additions: Whenever a new statutory provision is being enacted (or a new constitutional
provision adopted), the text of the new provision will appear in
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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 2000 General Assembly.
HOUSE BILL No. 2062
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:
SOURCE: IC 23-1-18-1; (01)IN2062.1.1. -->
SECTION 1.
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.
(i) The document must be delivered to the office of the secretary of
state for filing as described in section 1.1 of this chapter and the correct
filing fee
must be paid in the manner and form required by the
secretary of state.
(j) 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.
(k) A signature on a document that is transmitted and filed
electronically is sufficient if the person transmitting and filing the
document:
(1) has the intent to file the document as evidenced by a
symbol executed or adopted by a party with present intention
to authenticate the filing; and
(2) enters the filing party's name on the electronic form in a
signature box or other place indicated by the secretary of
state.
SOURCE: IC 23-1-18-3; (01)IN2062.1.2. -->
SECTION 2.
IC 23-1-18-3
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 subsection are delivered to the secretary of state for filing:
Document Fee
(1) Articles of incorporation $90
(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 registered
name $30
(6) Application for renewal of
registered name $30
(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
(11) Restatement of articles of
incorporation $30
With amendment of articles $30
(12) Articles of merger or share
exchange $90
(13) Articles of dissolution $30
(14) Articles of revocation of
dissolution $30
(15) Certificate of administrative
dissolution No Fee
(16) Application for reinstatement
following administrative
dissolution $30
(17) Certificate of reinstatement No Fee
(18) Certificate of judicial dissolution No Fee
(19) Application for certificate of
authority $90
(20) Application for amended certificate
of authority $30
(21) Application for certificate of
withdrawal $30
(22) Certificate of revocation of
authority to transact business No Fee
(23) Biennial report
filed in writing,
including by facsimile . . . . . . . . . . $30
(24)
Biennial report filed by
electronic medium . . . . . . . . . .
$17
(25) Articles of correction $30
(25) (26) Application for certificate of
existence or authorization $15
indistinguishable name $20
(28) Application for reservation of name $20
(29) Application for renewal of reservation $20
(30) Notice of transfer of reserved name $20
(31) Application of registered name $30
(32) Application for renewal of
registered name $30
(33) Application for renewal of
a nonprofit reserved name $20
(26) (34) Any other document required or
permitted to be filed by this
article, including an application
for any other certificates or
certification certificate (except
for any such other certificates
that the secretary of state may
determine to issue without
additional fee in connection with
particular filings) and a request
for other facts of record under
section 9(b)(6) of this chapter $30
(b) The fee set forth in subsection (a)(23) for filing a biennial report
is:
(1) fifteen dollars ($15) per year,
for a filing in writing,
including facsimile; and
(2) eight dollars and fifty cents ($8.50) for a filing by
electronic medium;
to be paid biennially.
(c) The secretary of state shall collect a fee of ten dollars ($10) each
time process is served on the secretary of state under this article. If the
party to a proceeding causing service of process prevails in the
proceeding, then that party is entitled to recover this fee as costs from
the nonprevailing party.
(d) The secretary of state shall collect the following fees for copying
and certifying the copy of any filed document relating to a domestic or
foreign corporation:
(1) Per page for copying $ 1
(2) For a certification stamp $15
SOURCE: IC 23-1-33-6; (01)IN2062.1.3. -->
SECTION 3.
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 (½) of the
total, as near as may be; or
(2) if there are more than two (2) directors, three (3) groups, with
each group containing one-third (1/3) of the total, as near as may
be.
(b) In the event that terms are staggered under subsection (a), the
terms of directors in the first group expire at the first annual
shareholders' meeting after their election, the terms of the second group
expire at the second annual shareholders' meeting after their election,
and the terms of the third group, if any, expire at the third annual
shareholders' meeting after their election. At each annual shareholders'
meeting held thereafter, directors shall be chosen for a term of two (2)
years or three (3) years, as the case may be, to succeed those whose
terms expire.
SOURCE: IC 23-4-1-45; (01)IN2062.1.4. -->
SECTION 4.
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.
(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 dollar ($90) 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.
SOURCE: IC 23-4-1-45.3; (01)IN2062.1.5. -->
SECTION 5.
IC 23-4-1-45.3
IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 45.3. (a) The A person
may reserve 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 name,
including a fictitious name for a foreign limited liability
partnership whose name is not available, by delivering an
application to the secretary of state an for filing. 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.
SOURCE: IC 23-4-1-45.4; (01)IN2062.1.6. -->
SECTION 6.
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. 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:
Application for use of indistinguishable name $20
Application for reservation of name$20
Application for renewal of reservation $20
Notice of transfer of reserved name $20
Application of registered name $30
Application for renewal of registered name $30
SOURCE: IC 23-4-1-49; (01)IN2062.1.7. -->
SECTION 7.
IC 23-4-1-49
IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: 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.
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:
(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.
(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 dollar ($90) 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 dollars ($90); 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.
SOURCE: IC 23-15-1-1; (01)IN2062.1.8. -->
SECTION 8.
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.
(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 or names under
subsection (a) or (e) may file a notice of discontinuance of use of
assumed business name or names 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 or names 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 dollars ($30) from a corporation (other than a
nonprofit corporation), limited liability company, or a limited
partnership.
(2) A fee of twenty-six dollars ($26) from a nonprofit corporation.
SOURCE: IC 23-25-8; (01)IN2062.1.9. -->
SECTION 9.
IC 23-25-8
IS ADDED TO THE INDIANA CODE AS
A NEW CHAPTER TO READ AS FOLLOWS [EFFECTIVE JULY
1, 2001]:
Chapter 8. Use of "Bank" in Business Entity Name
Sec. 1. As used in this chapter, "business entity" means:
(1) a corporation;
(2) a limited liability company;
(3) an association;
(4) a partnership in any form; or
(5) any other similar form of business organization;
whether organized for profit or not for profit.
Sec. 2. (a) If a filing received by the secretary of state contains
"bank" in the business entity name, the filing must be forwarded
to the department of financial institutions for review of the use of
the term "bank".
(b) A document under subsection (a) may only be filed by the
secretary of state after the filing has been approved by the
department of financial institutions.
SOURCE: IC 23-16-2-2; (01)IN2062.1.10. -->
SECTION 10.
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 limited partnership
name, including a fictitious name by a foreign limited partnership
whose name is not available, may be reserved 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. 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.
SOURCE: IC 23-16-12-4; (01)IN2062.1.11. -->
SECTION 11.
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 $20
(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
(8) Certificate of amendment $30
(9) Certificate of cancellation $90
(10) Restated certificate of limited partnership
or registration $30
(11) Restated certificate of limited partnership
or registration with amendments $30
(12) Application for registration $90
(13) Certificate of change of application $30
(14) Certificate of cancellation of
registration $30
(15) Certificate of change of registered agent No fee
(16) Application for certificate of existence or
authorization $15
(17) Application for use of indistinguishable name $20
(18) Application for reservation of name $20
(19) Application for renewal of reservation $20
(20) Notice of transfer of reserved name $20
(21) Application of registered name $30
(22) Application for renewal of registered name $30
(23) 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
(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
(2) For a certification stamp $15
SOURCE: IC 23-16-12-5; (01)IN2062.1.12. -->
SECTION 12.
IC 23-16-12-5
IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 5. (a) A document must
satisfy the requirements of this article to be entitled to filing by the
secretary of state.
(b) The document must contain the information required by this
article. It may contain other information as well.
(c) The document must be typewritten or printed.
(d) The document must be legible and otherwise suitable for filing.
(e) The document must be in the English language. A limited
partnership name need not be in English if written in English letters or
Arabic or Roman numerals.
(f) Every 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. A signature on a document
under this subsection that is transmitted and filed electronically is
sufficient if the person transmitting and filing the document:
(1) has the intent to file the document as evidenced by a
symbol executed or adopted by a party with present intention
to authenticate the filing; and
(2) enters the filing party's name on the electronic form in a
signature box or other place indicated by the secretary of
state.
(g) The document must be delivered to the office of the secretary of
state as required by section 5.1 of this chapter, and the correct filing fee
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.
SOURCE: IC 23-17-5-2; (01)IN2062.1.13. -->
SECTION 13.
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.
SOURCE: IC 23-17-29-1; (01)IN2062.1.14. -->
SECTION 14.
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.
(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.
SOURCE: IC 23-17-29-3; (01)IN2062.1.15. -->
SECTION 15.
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 registered name $30
(6) Application for renewal of
registered name $30
(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
(11) Restatement of articles of
incorporation with amendments $30
(12) Articles of merger $30
(13) Articles of dissolution $30
(14) Articles of revocation of
dissolution $30
(15) Certificate of administrative
dissolution no fee
(16) Application for reinstatement
following administrative
dissolution $30
(17) Certificate of reinstatement no fee
(18) Certificate of judicial dissolution no fee
(19) Application for certificate of
authority $30
(20) Application for amended certificate
of authority $30
(21) Application for certificate of
withdrawal $30
(22) Certificate of revocation of
authority to transact business no fee
(23) Annual report
filed in writing,
including a facsimile $10
(24)
Annual report filed by electronic medium $5
(25) Application for use of indistinguishable name $20
(26) Application for reservation of name $20
(27) Application for renewal of reservation $20
(28) Notice of transfer of reserved name $20
(29) Application of registered name $30
(30) Application for renewal of registered name $30
(31) Articles of correction $30
(25) (32) Certificate of existence $15
(26) (33) Any other document required or
permitted to be filed by this
article $30
(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.
SOURCE: IC 23-18-2-9; (01)IN2062.1.16. -->
SECTION 16.
IC 23-18-2-9
IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JULY 1, 2001]: Sec. 9. (a) The A person
may reserve the exclusive right to use of a limited liability company
name, including a fictitious name by a foreign limited liability
company whose name is not available, for a limited liability company
may be reserved by the following:
(1) A person intending to organize a domestic limited liability
company under this article and to adopt that name.
(2) A domestic limited liability company or any foreign limited
liability company registered in Indiana that, in either case, intends
to change its name to that name.
(3) A foreign limited liability company intending to register in
Indiana and use that name in Indiana.
(4) A person intending to organize a foreign limited liability
company 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
delivering an application to the secretary of state. an The application
executed by must set forth the name and address of the applicant
specifying and the name to be reserved. and the name and the address
of the applicant. 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
delivering to the office of the secretary of state a signed notice of the
transfer executed by the applicant who reserved the name, specifying
the name to be transferred and that states the name and address of the
transferee.
SOURCE: IC 23-18-12-1; (01)IN2062.1.17. -->
SECTION 17.
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.
SOURCE: IC 23-18-12-3; (01)IN2062.1.18. -->
SECTION 18.
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 Fee
(1) Articles of organization
$90
(2) Application for use of
indistinguishable name
$20
(3) Application for reservation of name
$20
(4) Application for renewal of
reservation
$20
(5) Notice of transfer or cancellation
of reservation
$20
(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
(9) Restatement of articles of
organization
$30
(10) Articles of dissolution
$30
(11) Application for certificate of
authority
$90
(12) Application for amended
certificate of authority
$30
(13) Application for certificate of
withdrawal
$30
(14) Application for reinstatement
following administrative dissolution
$30
(15) Articles of correction
$30
(16) Certificate of change of
registered agent
No Fee
(17) Application for certificate of
existence or authorization
$15
(18) Biennial report
filed in writing,
including by facsimile $30
(19) Biennial report filed by electronic medium $20
(20) Articles of merger involving a
domestic limited liability company $90
(21) Articles of merger involving only
foreign limited liability companies $30
(22) Application for use of indistinguishable name$20
(23) Application for reservation of name$20
(24) Application for renewal of reservation $20
(25) Notice of transfer of reserved name $20
(26) Application of registered name $30
(27) Application for renewal of registered name $30
(28) Any other document required or
permitted to be filed under this article $30
(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) per page for copying.
(2) Fifteen dollars ($15) for certification stamp.
SOURCE: IC 26-1-9.1-525; (01)IN2062.1.19. -->
SECTION 19.
IC 26-1-9.1-525
, AS ADDED BY P.L.57-2000,
SECTION 45, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
JULY 1, 2001]: Sec. 525. (a) Except as otherwise provided in
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) six dollars ($6) 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.