Ind. Code ch. 23-1.5-2

Ind. Code ch. 23-1.5-2
in effect

Ind. Code § 23-1.5-2-1 Application of IC 23-1

Sec. 1. IC 23-1 applies to professional corporations formed under this article. However, in the event of a conflict between this article and IC 23-1, this article applies. As added by P.L.239-1983, SEC.1.

Ind. Code § 23-1.5-2-2 Performance of administrative functions by bureaus

Sec. 2. All administrative functions, duties, and responsibilities assigned by this article to any licensing authority shall be performed by the appropriate bureau. As added by P.L.239-1983, SEC.1.

Ind. Code § 23-1.5-2-3 Formation of professional corporations; authorization of investments; admission of foreign professional corporations

Sec. 3. (a) Except as provided in subsections (c) and (d) and IC 25-2.1-5, a professional corporation may be formed to render professional services as follows: (1) One (1) or more accounting professionals may form a professional corporation to render services that may legally be performed only by an accounting professional. (2) One (1) or more architectural or engineering professionals may form a professional corporation to render services that may legally be performed only by an architectural or engineering professional. (3) One (1) or more attorneys may form a professional corporation to render services that may legally be performed only by an attorney. (4) One (1) or more health care professionals may form a professional corporation to render services that may legally be performed only by a health care professional. (5) One (1) or more veterinarians may form a professional corporation to render services that may legally be performed only by a veterinarian. (6) One (1) or more real estate professionals may form a professional corporation to render services that may legally be performed only by a real estate professional. (b) A foreign professional corporation may be admitted to render professional services in Indiana by complying with IC 23-1.5-5. (c) A domestic professional corporation or a foreign professional corporation admitted to render professional services in Indiana: (1) shall have at least one (1) shareholder who is licensed in Indiana; and (2) may have at least one (1) shareholder who is licensed under the laws of another state to render similar professional services. (d) In addition to the professional services permitted by its articles of incorporation, a professional corporation may invest its funds in any type of investment not prohibited by law. As added by P.L.239-1983, SEC.1. Amended by P.L.229-1995, SEC.5; P.L.34-1997, SEC.3; P.L.128-2001, SEC.1.

Ind. Code § 23-1.5-2-4 Qualifications of directors and officers

Sec. 4. The directors of a professional corporation and all the officers other than the secretary and the treasurer must be qualified persons with respect to the corporation. As added by P.L.239-1983, SEC.1.

Ind. Code § 23-1.5-2-5 Persons rendering professional services; licensing

Sec. 5. (a) A professional corporation may render professional services only through individuals permitted to render such services in Indiana. However, individuals who are not usually and ordinarily considered by custom and practice to be rendering professional services (such as clerks, bookkeepers, and technicians) are not required to be licensed to perform their services. (b) A licensed individual acting in his individual capacity may render professional services, even though the individual may be a shareholder, director, officer, employee, or agent of a professional corporation. As added by P.L.239-1983, SEC.1.

Ind. Code § 23-1.5-2-6 Liability of corporation, shareholders, and persons rendering professional services

Sec. 6. (a) An individual who renders professional services as an employee of a professional corporation is liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered such services as a sole practitioner. (b) An individual who renders professional services as an employee of a professional corporation is liable for the conduct of other employees of the professional corporation under his direction or control to the same extent a sole practitioner would be so liable. (c) A corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees. (d) Except as otherwise provided by statute or by rule of the licensing authority, the personal liability of a shareholder of a professional corporation is no greater in any respect than that of a shareholder of a corporation organized under IC 23-1. As added by P.L.239-1983, SEC.1.

Ind. Code § 23-1.5-2-7 Relationship of patient or client to corporation or person performing professional services; privileged communications

Sec. 7. (a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient is the same as if the individual performed such services as a sole practitioner. (b) The relationship between a professional corporation performing professional services and the client or patient is the same as between the client or patient and the individual performing the services. (c) A privilege applicable to communications between a person rendering professional services and the person receiving such services recognized under Indiana law remains inviolate and extends to a professional corporation and its employees in all cases in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving such services. As added by P.L.239-1983, SEC.1.

Ind. Code § 23-1.5-2-9.1 Certificate of incorporation; requirements; issuance

Sec. 9.1. The secretary of state may issue a certificate of incorporation under this article if the articles of incorporation: (1) meet the requirements of all of the following: (A) IC 23-1-21-2; (B) IC 23-0.5-3, with respect to names; and (C) this article; and (2) include any other information required by the secretary of state to determine proper licensure or qualification of the proposed corporation or shareholders of the proposed corporation to incorporate under state law. As added by P.L.52-2018, SEC.39.

Ind. Code § 23-1.5-2-10 Repealed

As added by P.L.239-1983, SEC.1. Amended by P.L.152-1988, SEC.4. Repealed by P.L.78-2017, SEC.2.

Ind. Code § 23-1.5-2-11.1 Biennial report

Sec. 11.1. A professional corporation must file a biennial report under IC 23-0.5-2-13. As added by P.L.34-1997, SEC.4. Amended by P.L.52-2018, SEC.40.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/23Fetched: 10/17/2026