CHAPTER 22. FOREIGN CORPORATIONS
IC 28-1-22
Chapter 22. Foreign Corporations
IC 28-1-22-1
Necessity of certificate of admission
Sec. 1. (a) Any bank, savings bank, trust company, corporate
fiduciary, credit union, industrial loan and investment company, or
savings association that:
(1) is organized under the laws of:
(A) any other state (as defined in IC 28-2-17-19);
(B) the United States; or
(C) any other country;
(2) is not domiciled in Indiana; and
(3) is referred to in this chapter as a corporation or foreign
corporation;
shall, before transacting business in this state, obtain a certificate of
admission to this state from the department, which must be filed with
the secretary of state. A corporation may not do business in Indiana
unless a certificate of admission is issued to the corporation by the
department.
(b) The activities listed in IC 23-1-49-1(b) do not constitute
transacting business within the meaning of subsection (a). For the
purposes of this section, the list of activities set forth in
IC 23-1-49-1(b) is not exhaustive.
(c) Isolated business transactions that are not regular, systematic,
or continuing do not constitute the transaction of business under
subsection (a).
(Formerly: Acts 1933, c.40, s.324.) As amended by P.L.263-1985,
SEC.84; P.L.262-1995, SEC.49; P.L.171-1996, SEC.8;
P.L.192-1997, SEC.5; P.L.213-2007, SEC.43; P.L.217-2007,
SEC.41.
IC 28-1-22-2
Authorized business; equality of rights and privileges with
domestic corporations
Sec. 2. (a) No foreign corporation shall be admitted for the
purpose of transacting any kind of business in this state, the
transaction of which by domestic corporation is not permitted by the
laws of this state.
(b) A foreign corporation admitted to do business in this state
shall have the same rights, privileges, and restrictions as domestic
corporations of like character or charter, and to the same extent as if
it had been organized under this article, to transact the business for
which its certificate of admission is issued.
(Formerly: Acts 1933, c.40, s.325.) As amended by P.L.263-1985,
SEC.85; P.L.171-1996, SEC.9.
IC 28-1-22-3
Restrictions on name
Sec. 3. A foreign corporation shall not use or assume a name
which could not be taken by a domestic corporation under the
provisions of IC 28-12-3.
(Formerly: Acts 1933, c.40, s.326.) As amended by P.L.263-1985,
SEC.86; P.L.14-1992, SEC.102; P.L.171-1996, SEC.10.
IC 28-1-22-4
Application for admission; fees and supporting documents
Sec. 4. (a) To be admitted to do business in Indiana, a foreign
corporation must file an application for admission in the form
prescribed by the director. The application must be accompanied by:
(1) the fees prescribed by the department; and
(2) a copy of its articles of incorporation or association.
(b) The application for admission filed by a foreign corporation
must:
(1) be signed by:
(A) the president or a vice president of the foreign
corporation; and
(B) the secretary or cashier of the foreign corporation;
(2) be verified under oath by the officers signing the
application; and
(3) include a description of the nature of business that the
foreign corporation intends to carry on in Indiana under its
articles of incorporation or association.
(Formerly: Acts 1933, c.40, s.327.) As amended by P.L.171-1996,
SEC.11; P.L.63-2001, SEC.9 and P.L.134-2001, SEC.10.
IC 28-1-22-5
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-6
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-7
Application for admission; filing with secretary of state; certificate
of admission; issuance; contents
Sec. 7. Upon submission of a foreign corporation's application for
admission, the department shall issue to the foreign corporation a
certificate of admission, which shall be filed with the secretary of
state. The secretary of state shall file one (1) copy of the certificate
of admission issued by the department and shall issue to the
corporation an original and a duplicate certificate of admission. The
certificate of admission issued by the secretary of state must set forth
the name of the corporation and the state or country where it was
incorporated.
(Formerly: Acts 1933, c.40, s.330.) As amended by P.L.171-1996,
SEC.12; P.L.63-2001, SEC.10 and P.L.134-2001, SEC.11.
IC 28-1-22-8
Effect of certificate of admission
Sec. 8. A foreign corporation that has been issued a certificate of
admission by the secretary of state shall be admitted and shall have
authority to transact the business set forth in the certificate.
(Formerly: Acts 1933, c.40, s.331.) As amended by P.L.263-1985,
SEC.88; P.L.171-1996, SEC.13; P.L.11-1998, SEC.2.
IC 28-1-22-9
Repealed
(Repealed by P.L.11-1998, SEC.24.)
IC 28-1-22-10
Premature transaction of business; personal liability of officers and
directors
Sec. 10. If a foreign corporation transacts business in this state
before it has received the approval of the department, the officers and
directors of the corporation shall be severally liable for the liabilities
of the corporation that result from the corporation's transaction of
business in Indiana.
(Formerly: Acts 1933, c.40, s.333.) As amended by P.L.171-1996,
SEC.15; P.L.11-1998, SEC.3.
IC 28-1-22-11
Investigation
Sec. 11. The department shall have power to investigate all
foreign corporations with respect to the character of business in
which such corporations propose to engage in Indiana.
(Formerly: Acts 1933, c.40, s.334; Acts 1945, c.348, s.25.) As
amended by P.L.171-1996, SEC.16.
IC 28-1-22-12
Affidavit stating location of principal office and name of agent for
service of process
Sec. 12. A foreign corporation admitted to do business in this state
shall keep on file with the secretary of state an affidavit setting forth
the location of its principal office in this state, and the name of a
person who serves as its agent or representative on whom legal
process may be served.
(Formerly: Acts 1933, c.40, s.335.) As amended by P.L.171-1996,
SEC.17.
IC 28-1-22-13
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-14
Repealed
(Repealed by P.L.63-2001, SEC.30 and P.L.134-2001, SEC.32.)
IC 28-1-22-15
Change of business; amended certificate of admission
Sec. 15. A foreign corporation admitted to do business in this state
may alter or enlarge the nature of the business which it is authorized
to transact in this state under its articles of incorporation or
association or by any amendments by obtaining an amended
certificate of admission from the department.
(Formerly: Acts 1933, c.40, s.338.) As amended by P.L.171-1996,
SEC.19.
IC 28-1-22-16
Application for amended certificate of admission
Sec. 16. A foreign corporation may obtain an amended certificate
if it files with the department an application for an amended
certificate of admission, setting forth the change in the nature of the
business it intends to carry on in this state. The application shall be
signed by the president or a vice president and by the secretary or
cashier of the corporation.
(Formerly: Acts 1933, c.40, s.339.) As amended by P.L.171-1996,
SEC.20.
IC 28-1-22-17
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-18
Issuance of amended certificate of admission
Sec. 18. Upon submission of an application for an amended
certificate of admission, the department shall issue an amended
certificate of admission, which shall be filed with the secretary of
state. The secretary of state shall file one (1) copy of the amended
certificate of admission issued by the department and shall issue to
the corporation an original and a duplicate amended certificate of
admission.
(Formerly: Acts 1933, c.40, s.341.) As amended by P.L.171-1996,
SEC.21; P.L.63-2001, SEC.11 and P.L.134-2001, SEC.12.
IC 28-1-22-19
Effect of amended certificate of admission
Sec. 19. A foreign corporation that has been issued an amended
certificate of admission by the secretary of state shall have authority
to transact in this state the business set forth in the certificate.
(Formerly: Acts 1933, c.40, s.342.) As amended by P.L.263-1985,
SEC.92; P.L.171-1996, SEC.22; P.L.11-1998, SEC.4.
IC 28-1-22-20
Change of business before approval; personal liability of officers
and directors
Sec. 20. If a foreign corporation changes the nature of the
business it transacts in Indiana before the business receives the
department's approval, the officers and directors of such corporation
shall be severally liable for the liabilities of the corporation that
result from the corporation's transaction of that business in Indiana.
(Formerly: Acts 1933, c.40, s.343.) As amended by P.L.263-1985,
SEC.93; P.L.14-1992, SEC.105; P.L.171-1996, SEC.23;
P.L.11-1998, SEC.5.
IC 28-1-22-21
Statement of withdrawal
Sec. 21. A foreign corporation may surrender its certificate of
admission by filing a statement of withdrawal with the department
and the secretary of state.
(Formerly: Acts 1933, c.40, s.344.) As amended by P.L.171-1996,
SEC.24.
IC 28-1-22-22
Form; actions not affected
Sec. 22. The statement of withdrawal of a foreign corporation
shall be in the form prescribed by the department. The filing of the
statement does not affect:
(1) any action by or against the corporation that is pending at
the time of the filing; or
(2) any right of action in favor of or against the corporation
existing at or before the time of the filing.
(Formerly: Acts 1933, c.40, s.345.) As amended by P.L.263-1985,
SEC.94; P.L.14-1992, SEC.106; P.L.171-1996, SEC.25.
IC 28-1-22-23
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-24
Revocation of certificate of admission
Sec. 24. The certificate of admission of any foreign corporation
admitted to do business in this state may be revoked at any time by
the department:
(1) upon the failure of the corporation for thirty (30) days to
appoint and maintain an agent in this state upon whom service
of legal process may be had;
(2) upon the failure of the corporation for thirty (30) days to
keep on file in the office of the secretary of state duly
authenticated copies of each instrument amending its articles of
incorporation;
(3) upon the failure of the corporation for thirty (30) days to file
for record in the office of a county recorder the certificate of
admission or any amended certificate of admission as provided
by this article;
(4) upon the failure, neglect, or refusal of the corporation for
thirty (30) days to pay any fee required by the laws of this state;
or
(5) for willful misrepresentation of any material matter in any
application, statement, affidavit, or other paper filed by such
corporation pursuant to this article.
(Formerly: Acts 1933, c.40, s.347.) As amended by P.L.263-1985,
SEC.95; P.L.171-1996, SEC.26.
IC 28-1-22-25
Duties of department upon revocation
Sec. 25. (a) A certificate of admission of a foreign corporation is
revoked when the department:
(1) serves a certificate of revocation upon the corporation at its
principal office in Indiana; and
(2) files a copy of the certificate of revocation with:
(A) the secretary of state; and
(B) the county recorder of the county in which the principal
office of the corporation in Indiana is located.
(b) Upon the serving of a certificate of revocation by the
department, the authority of the corporation to transact business in
this state shall cease, and the corporation shall not transact any
business in this state.
(Formerly: Acts 1933, c.40, s.348.) As amended by P.L.171-1996,
SEC.27.
IC 28-1-22-26
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-27
Repealed
(Repealed by P.L.171-1996, SEC.44.)
IC 28-1-22-28
Transaction of business without certificate; offenses; remedies
Sec. 28. (a) No foreign corporation transacting business in this
state without procuring a certificate of admission, or, if such a
certificate has been procured, after its certificate of admission has
been withdrawn or revoked, shall maintain any suit, action or
proceeding in any of the courts of this state upon any demand,
whether arising out of contract or tort; and every such corporation so
transacting business shall be liable in an amount not exceeding ten
thousand dollars ($10,000), in an action by the attorney general in
any county in which the business was transacted.
(b) If any foreign corporation shall transact business in this state
without procuring a certificate of admission, or, if a certificate has
been procured, after its certificate has been withdrawn or revoked, or
shall transact any business not authorized by such certificate, such
corporation shall not be entitled to maintain any suit or action at law
or in equity upon any claim, legal or equitable, whether arising out
of contract or tort, in any court in this state; and it shall be the duty
of the attorney general, upon being advised that any foreign
corporation is so transacting business in this state, to bring an action
in the circuit court of Marion County for an injunction to restrain it
from transacting unauthorized business and for the annulment of its
certificate of admission, if one has been procured.
(Formerly: Acts 1933, c.40, s.351.) As amended by Acts 1978, P.L.2,
SEC.2812; P.L.171-1996, SEC.28.