CHAPTER 12. FILING REQUIREMENTS, FEES, AND OTHER ADMINISTRATIVE PROVISIONS
IC 23-18-12
Chapter 12. Filing Requirements, Fees, and Other Administrative
Provisions
IC 23-18-12-1
Requirements for documents; filing fee
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.
As added by P.L.8-1993, SEC.301. Amended by P.L.121-1994,
SEC.5; P.L.228-1995, SEC.28; P.L.11-1996, SEC.29; P.L.277-2001,
SEC.24.
IC 23-18-12-1.1
Copies of documents delivered for filing
Sec. 1.1. (a) For purposes of this article, a document is delivered
for filing if the document is transferred to the secretary of state by
hand, mail, telecopy, facsimile, or other form of electronic
transmission meeting the requirements established by the secretary
of state.
(b) If a document is delivered for filing by hand or mail, the
document must be accompanied by:
(1) two (2) exact or conformed copies of a document filed under
IC 23-18-2-12 or IC 23-18-11-10; or
(2) one (1) exact or conformed copy of any other document
filed under this article.
(c) The office of the secretary of state shall create any copies of
a document delivered by telecopy, facsimile, or other form of
electronic transmission that are required for distribution under this
article.
As added by P.L.228-1995, SEC.29.
IC 23-18-12-2
Forms
Sec. 2. (a) The secretary of state may prescribe and furnish on
request forms for the following:
(1) Biennial report forms for domestic and foreign limited
liability companies.
(2) A foreign limited liability company's application for a
certificate of authority to transact business in Indiana.
(3) A foreign limited liability company's application for a
certificate of withdrawal.
If the secretary of state requires and the form so states, use of these
forms is mandatory.
(b) The secretary of state may prescribe and furnish on request
forms for other documents required or permitted to be filed by this
article, but their use is not mandatory.
As added by P.L.8-1993, SEC.301. Amended by P.L.11-1996,
SEC.30.
IC 23-18-12-3
Fees
Sec. 3. (a) The secretary of state shall collect the following fees
when the documents described in this section are delivered for filing:
Document Electronic Filing Fee
Filing Fee (Other than
electronic
filing)
(1) Articles of organization $75 $90
(2) Application for use of
indistinguishable name $10 $20
(3) Application for reservation
of name $10 $20
(4) Application for renewal of
reservation $10 $20
(5) Notice of transfer or cancellation
of reservation $10 $20
(6) Application of registered name $20 $30
(7) Application for renewal
of registered name $20 $30
(8) Certificate of change of registered
agent's business address No Fee No Fee
(9) Certificate of resignation of agent No Fee
No Fee
(10) Articles of amendment $20 $30
(11) Restatement of articles of
organization $20 $30
(12) Articles of dissolution $20 $30
(13) Application for certificate of
authority $75 $90
(14) Application for amended
certificate of authority $20 $30
(15) Application for certificate of
withdrawal $20 $30
(16) Application for reinstatement
following administrative
dissolution $20 $30
(17) Articles of correction $20 $30
(18) Certificate of change of
registered agent No Fee No Fee
(19) Application for certificate of
existence or authorization $15 $15
(20) Biennial report $20 $30
(21) Articles of merger
involving a domestic limited
liability company $75 $90
(22) Any other document
required or permitted to be
filed under this article $20 $30
(23) Registration of intent
to sell sexually explicit materials,
products, or services $250
The secretary of state shall prescribe the electronic means of filing
documents to which the electronic filing fees set forth in this section
apply.
(b) The fee set forth in subsection (a)(20) for filing a biennial
report is:
(1) for an electronic filing, ten dollars ($10) per year; or
(2) for a filing other than an electronic filing, 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.
As added by P.L.8-1993, SEC.301. Amended by P.L.11-1996,
SEC.31; P.L.277-2001, SEC.25; P.L.60-2007, SEC.6; P.L.92-2008,
SEC.2; P.L.106-2008, SEC.53; P.L.1-2009, SEC.132.
IC 23-18-12-4
Effective date of document
Sec. 4. (a) Except as provided in subsection (b) and section 6(c)
of this chapter, a document accepted for filing is effective:
(1) at the time of filing on the date the document is filed, as
evidenced by the secretary of state's date and time endorsement
on the original document; or
(2) at a time later than the date the document is filed as
specified in the document as its effective time on the date it is
filed.
(b) A document may specify a delayed effective time and date,
and if it does so, the document becomes effective at the time and date
specified. If a delayed effective date but no time is specified, the
document is effective at 12:01 a.m. on that date. A delayed effective
date for a document may not be later than the ninetieth day after the
date the document is filed.
As added by P.L.8-1993, SEC.301.
IC 23-18-12-5
Corrected documents
Sec. 5. (a) A domestic or foreign limited liability company may
correct a document filed by the secretary of state if the document:
(1) contains an incorrect statement; or
(2) was defectively executed.
(b) A document is corrected:
(1) by preparing articles of correction that:
(A) describe the document, including the filing date, or
attach a copy of it to the articles;
(B) specifies the incorrect statement and the reason it is
incorrect or the manner in which the execution was
defective; and
(C) corrects the incorrect statement or defective execution;
and
(2) by delivering the articles of correction to the secretary of
state for filing.
(c) Articles of correction are effective on the effective date of the
document being corrected except as to persons reasonably relying on
the uncorrected document and adversely affected by the correction.
As to those persons, articles of correction are effective when filed or
when the reliance ceases to be reasonable, whichever occurs first.
As added by P.L.8-1993, SEC.301.
IC 23-18-12-6
Filing documents
Sec. 6. (a) If a document delivered to the office of the secretary of
state for filing satisfies the requirements of section 1 of this chapter,
the secretary of state must file the document.
(b) The secretary of state files a document by stamping or
otherwise endorsing "Filed" together with the secretary of state's
name and official title and the date and time of receipt on both the
original and the document copy and on the receipt for the filing fee.
After filing a document, except as provided under IC 23-18-2-13 and
IC 23-18-11-10, the secretary of state shall deliver the document
copy, with the filing fee receipt attached, or acknowledgement of
receipt if no fee is required, to the domestic or foreign limited
liability company or its representative.
(c) If the secretary of state refuses to file a document, the
secretary of state shall return the document to the domestic or foreign
limited liability company or its representative not more than ten (10)
days after the document was delivered, together with a brief, written
explanation of the reason for the refusal.
(d) The secretary of state's duty to file documents under this
section is ministerial. The secretary of state's filing or refusing to file
a document does not:
(1) affect the validity or invalidity of the document in whole or
in part;
(2) relate to the correctness or incorrectness of the information
contained in the document; or
(3) create a presumption that the document is valid or invalid or
that information contained in the document is correct or
incorrect.
As added by P.L.8-1993, SEC.301.
IC 23-18-12-7
Refusal to file document; appeal
Sec. 7. (a) If the secretary of state refuses to file a document
delivered to the secretary of state for filing, the domestic or foreign
limited liability company may appeal the refusal to the circuit or
superior court of the county where the limited liability company's
principal office, or if there is none in Indiana its registered office, is
or will be located. The appeal is commenced by petitioning the court
to compel the filing of the document and by attaching to the petition
the document and the secretary of state's explanation of the refusal
to file.
(b) The court may order the secretary of state to file the document
or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil
proceedings.
As added by P.L.8-1993, SEC.301.
IC 23-18-12-8
Certification as conclusive evidence of filing
Sec. 8. A certification stamp affixed on or a certification
certificate attached to a copy of a document under this chapter,
bearing the secretary of state's signature, which may be in facsimile,
and the seal of this state is conclusive evidence that the original
document is on file with the secretary of state.
As added by P.L.8-1993, SEC.301.
IC 23-18-12-9
Certificate of existence or authorization
Sec. 9. (a) A person may request the secretary of state to furnish
a certificate of existence for a domestic limited liability company or
a certificate of authorization for a foreign limited liability company.
(b) A certificate of existence or authorization sets forth the
following:
(1) The domestic limited liability company's name or the
foreign limited liability company's name used in Indiana.
(2) If a domestic limited liability company:
(A) that the domestic limited liability company is organized
under Indiana law;
(B) the date of its organization; and
(C) the latest date, if any, on which the limited liability
company is to be dissolved.
(3) If a foreign limited liability company, that the foreign
limited liability company is authorized to transact business in
Indiana.
(4) That articles of dissolution have not been filed.
(5) Other facts of record in the office of the secretary of state
that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a
certificate of existence or authorization issued by the secretary of
state may be relied upon as conclusive evidence that the domestic or
foreign limited liability company is in existence or is authorized to
transact business in Indiana.
As added by P.L.8-1993, SEC.301.
IC 23-18-12-10
False document; offense
Sec. 10. A person commits a Class A misdemeanor if the person
signs a document that the person knows is false in a material respect
with the intent that the document be delivered to the secretary of
state for filing.
As added by P.L.8-1993, SEC.301.
IC 23-18-12-11
Biennial report
Sec. 11. (a) A domestic limited liability company and a foreign
limited liability company authorized to transact business in Indiana
must file with the secretary of state a biennial report that sets forth
the following:
(1) The name of the limited liability company.
(2) The address of its registered office and the name of its
registered agent at the office in Indiana.
(3) The address of its principal office.
(b) Information in the biennial report must be current as of the
date the biennial report is executed on behalf of the limited liability
company.
(c) The first biennial report must be delivered to the secretary of
state in the second year following the calendar year in which a
domestic limited liability company was organized or a foreign
limited liability company was authorized to transact business. The
report is due during the same month as the month in which the
limited liability company was organized or authorized to transact
business. Subsequent biennial reports must be delivered to the
secretary of state during the same month every two (2) calendar years
thereafter. The secretary of state may accept biennial reports during
the two (2) months before the month the limited liability company's
report is due.
As added by P.L.8-1993, SEC.301. Amended by P.L.121-1994,
SEC.6; P.L.11-1996, SEC.32; P.L.2-1997, SEC.64.