CHAPTER 49. CERTIFICATE OF AUTHORITY OF FOREIGN CORPORATIONS
IC 23-1-49
Chapter 49. Certificate of Authority of Foreign Corporations
IC 23-1-49-1
Necessity of certificate of authority; transacting business
Sec. 1. (a) A foreign corporation may not transact business in
Indiana until it obtains a certificate of authority from the secretary of
state. However, this requirement does not apply to the following:
(1) Banks.
(2) Savings banks.
(3) Savings associations.
(4) Corporate fiduciaries.
(5) Credit unions.
(6) Industrial loan and investment companies.
(7) Surety companies.
(8) Trust companies.
(9) Safe deposit companies.
(10) Railroad corporations.
(11) Insurance companies.
(12) Building and loan associations.
(b) The following activities, among others, do not constitute
transacting business within the meaning of subsection (a) or within
the meaning of IC 27-1-17-1 or IC 28-1-22-1:
(1) Maintaining, defending, or settling any proceeding.
(2) Holding meetings of the board of directors or shareholders
or carrying on other activities concerning internal corporate
affairs.
(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the transfer, exchange,
and registration of the corporation's own securities or
maintaining trustees or depositaries with respect to those
securities.
(5) Selling through independent contractors.
(6) Soliciting or obtaining orders, whether by mail or through
employees or agents or otherwise, if the orders require
acceptance outside Indiana before they become contracts.
(7) Making loans or otherwise creating or acquiring
indebtedness, mortgages, and security interests in real or
personal property.
(8) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.
(9) Owning, without more, real or personal property.
(10) Conducting an isolated transaction that is completed within
thirty (30) days and that is not one in the course of repeated
transactions of a like nature.
(11) Transacting business in interstate commerce.
(c) The list of activities in subsection (b) is not exhaustive.
As added by P.L.149-1986, SEC.33. Amended by P.L.107-1987,
SEC.24; P.L.145-1988, SEC.7; P.L.171-1996, SEC.1.
IC 23-1-49-2
Transacting business without certificate of authority
Sec. 2. (a) A foreign corporation transacting business in Indiana
without a certificate of authority may not maintain a proceeding in
any court in Indiana until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted business
in Indiana without a certificate of authority and the assignee of a
cause of action arising out of that business may not maintain a
proceeding based on that cause of action in any court in Indiana until
the foreign corporation or its successor obtains a certificate of
authority.
(c) A court may stay a proceeding commenced by a foreign
corporation, its successor, or assignee until it determines whether the
foreign corporation or its successor requires a certificate of authority.
If it so determines, the court may further stay the proceeding until the
foreign corporation or its successor obtains the certificate.
(d) A foreign corporation is liable for a civil penalty of not more
than ten thousand dollars ($10,000) if it transacts business in Indiana
without a certificate of authority. The attorney general may collect
all penalties due under this subsection.
(e) Notwithstanding subsections (a) and (b), the failure of a
foreign corporation to obtain a certificate of authority does not
impair the validity of its corporate acts or prevent it from defending
any proceeding in Indiana.
As added by P.L.149-1986, SEC.33.
IC 23-1-49-3
Application for certificate; contents; certificate of existence from
foreign state or country
Sec. 3. (a) A foreign corporation may apply for a certificate of
authority to transact business in Indiana by delivering an application
to the secretary of state for filing. The application must set forth:
(1) the name of the foreign corporation or, if its name is
unavailable for use in Indiana, a corporate name that satisfies
the requirements of section 6 of this chapter;
(2) the name of the state or country under whose law it is
incorporated;
(3) its date of incorporation and period of duration;
(4) the street address of its principal office;
(5) the address of its registered office in Indiana and the name
of its registered agent at that office; and
(6) the names and usual business addresses of its current
directors and officers.
(b) The foreign corporation shall deliver with the completed
application a certificate of existence (or a document of similar
import) duly authenticated by the secretary of state or other official
having custody of corporate records in the state or country under
whose law it is incorporated.
As added by P.L.149-1986, SEC.33.
IC 23-1-49-4
Amended certificate of authority
Sec. 4. (a) A foreign corporation authorized to transact business
in Indiana must obtain an amended certificate of authority from the
secretary of state if it:
(1) changes its corporate name;
(2) changes the period of its duration;
(3) changes the state or country of its incorporation; or
(4) converts to a different form of entity.
(b) The requirements of section 3 of this chapter for obtaining an
original certificate of authority apply to obtaining an amended
certificate under this section.
As added by P.L.149-1986, SEC.33. Amended by P.L.130-2006,
SEC.19.
IC 23-1-49-5
Rights under certificate of authority
Sec. 5. (a) A certificate of authority authorizes the foreign
corporation to which it is issued to transact business in Indiana
subject, however, to the right of the state to revoke the certificate as
provided in this article.
(b) A foreign corporation with a valid certificate of authority has
the same but no greater rights and has the same but no greater
privileges as, and except as otherwise provided by this article is
subject to the same duties, restrictions, penalties, and liabilities now
or later imposed on, a domestic corporation of like character.
(c) This article does not authorize Indiana to regulate the
organization or internal affairs of a foreign corporation authorized to
transact business in Indiana.
As added by P.L.149-1986, SEC.33.
IC 23-1-49-6
Corporate name
Sec. 6. (a) If the corporate name of a foreign corporation does not
satisfy the requirements of IC 23-1-23-1, the foreign corporation, to
obtain or maintain a certificate of authority to transact business in
Indiana:
(1) may add the word "corporation", "incorporated",
"company", or "limited", or the abbreviation "corp.", "inc.",
"co.", or "ltd.", to its corporate name for use in Indiana; or
(2) may use a fictitious name to transact business in Indiana if
its real name is unavailable and it delivers to the secretary of
state for filing a copy of the resolution of its board of directors,
certified by its secretary, adopting the fictitious name.
(b) Except as authorized by subsections (c) and (d), the corporate
name (including a fictitious name) of a foreign corporation must be
distinguishable upon the records of the secretary of state from:
(1) the corporate name of a corporation incorporated or
authorized to transact business in Indiana;
(2) a corporate name reserved or registered under IC 23-1-23-2
or IC 23-1-23-3;
(3) the fictitious name of another foreign corporation authorized
to transact business in Indiana; and
(4) the corporate name of a not-for-profit corporation
incorporated or authorized to transact business in Indiana.
(c) A foreign corporation may apply to the secretary of state for
authorization to use in Indiana the name of another corporation
(incorporated or authorized to transact business in Indiana) that is not
distinguishable upon the secretary of state's records from the name
applied for. The secretary of state shall authorize use of the name
applied for if:
(1) the other corporation consents to the use in writing and
submits an undertaking in form satisfactory to the secretary of
state to change its name to a name that is distinguishable upon
the records of the secretary of state from the name of the
applying corporation; or
(2) the applicant delivers to the secretary of state a certified
copy of a final judgment of a court of competent jurisdiction
establishing the applicant's right to use the name applied for in
Indiana.
(d) A foreign corporation may use in Indiana the name (including
the fictitious name) of another domestic or foreign corporation that
is used in Indiana if the other corporation is incorporated or
authorized to transact business in Indiana and the foreign
corporation:
(1) has merged with the other corporation;
(2) has been formed by reorganization of the other corporation;
or
(3) has acquired all or substantially all of the assets, including
the corporate name, of the other corporation.
(e) If a foreign corporation authorized to transact business in
Indiana changes its corporate name to one that does not satisfy the
requirements of IC 23-1-23-1, it may not transact business in Indiana
under the changed name until it adopts a name satisfying the
requirements of IC 23-1-23-1 and obtains an amended certificate of
authority under section 4 of this chapter.
As added by P.L.149-1986, SEC.33.
IC 23-1-49-7
Registered office and registered agent
Sec. 7. Each foreign corporation authorized to transact business
in Indiana must continuously maintain in Indiana:
(1) a registered office; and
(2) a registered agent, who may be:
(A) an individual who resides in Indiana and whose business
office is identical with the registered office;
(B) a domestic corporation or not-for-profit domestic
corporation whose business office is identical with the
registered office; or
(C) a foreign corporation or foreign not-for-profit
corporation authorized to transact business in Indiana whose
business office is identical with the registered office.
As added by P.L.149-1986, SEC.33.
IC 23-1-49-8
Change in registered office or registered agent
Sec. 8. (a) A foreign corporation authorized to transact business
in Indiana may change its registered office or registered agent by
delivering to the secretary of state for filing a statement of change
that sets forth:
(1) its name;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street
address of its new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of
its new registered agent and the new agent's written consent or
a representation that the new registered agent has consented
(either on the statement or attached to it) to the appointment;
and
(6) that after the change or changes are made, the street
addresses of its registered office and the business office of its
registered agent will be identical.
(b) If a registered agent changes the street address of the agent's
business office, the registered agent may change the street address of
the registered office of any foreign corporation that the registered
agent serves by notifying the corporation in writing of the change
and signing (either manually or in facsimile) and delivering to the
secretary of state for filing a statement of change that complies with
the requirements of subsection (a) and recites that the corporation
has been notified of the change.
As added by P.L.149-1986, SEC.33. Amended by P.L.107-1987,
SEC.25.
IC 23-1-49-9
Resignation of registered agent
Sec. 9. (a) The registered agent of a foreign corporation may
resign the agency appointment by signing and delivering to the
secretary of state for filing as described in IC 23-1-18 a statement of
resignation. The statement of resignation may include a statement
that the registered office is also discontinued.
(b) After filing the statement, the secretary of state shall attach the
filing receipt to one (1) copy and mail the copy and receipt to the
registered office if not discontinued. The secretary of state shall mail
one (1) copy to the foreign corporation at its principal office address
shown in its most recent annual report.
(c) The agency appointment is terminated, and the registered
office discontinued if so provided, on the thirty-first day after the
date on which the statement was filed.
As added by P.L.149-1986, SEC.33. Amended by P.L.228-1995,
SEC.10.
IC 23-1-49-10
Service of process or notice on foreign corporation
Sec. 10. (a) The registered agent of a foreign corporation
authorized to transact business in Indiana is the corporation's agent
for service of process, notice, or demand required or permitted by
law to be served on the foreign corporation.
(b) A foreign corporation may be served by registered or certified
mail, return receipt requested, addressed to the secretary of the
foreign corporation or other executive officer, as that term is used in
Trial Rule 4.6(A)(1), at its principal office shown in its application
for a certificate of authority or in its most recent annual report if the
foreign corporation:
(1) has no registered agent or its registered agent cannot with
reasonable diligence be served;
(2) has withdrawn from transacting business in Indiana under
IC 23-1-50; or
(3) has had its certificate of authority revoked under
IC 23-1-51-2.
(c) Service is perfected under subsection (b) at the earliest of:
(1) the date the foreign corporation receives the mail;
(2) the date shown on the return receipt, if signed on behalf of
the foreign corporation; or
(3) five (5) days after its deposit in the United States mail, if
mailed postpaid and correctly addressed.
(d) This section does not prescribe the only means, or necessarily
the required means, of serving a foreign corporation.
As added by P.L.149-1986, SEC.33.