Ind. Code ch. 23-0.5-3

Ind. Code ch. 23-0.5-3
in effect

Ind. Code § 23-0.5-3-1 Permitted names; falsely implying government agency status or connection

Sec. 1. (a) Except as otherwise provided in subsection (d), after December 31, 2017, the name under which a domestic filing entity may be formed, the name under which a foreign entity may register to do business in Indiana, a name reserved under section 3 of this chapter, or an assumed name registered under section 4 of this chapter must be distinguishable on the records of the secretary of state from any: (1) name of an existing domestic filing entity; (2) name of a domestic filing entity that has not been administratively dissolved for more than one hundred twenty (120) days; (3) name of a foreign entity registered to do business in this state under IC 23-0.5-5; (4) name reserved under section 3 of this chapter, IC 23-1-23 (before its repeal), IC 23-16-2-2 (before its repeal), IC 23-17-5 (before its repeal), or IC 23-18-2-9 (before its repeal); (5) assumed name registered under IC 23-15-1-1(e) (before that chapter's repeal); or (6) assumed name registered under section 4(e) of this chapter. (b) If an entity consents in a record to the use of its name in a form satisfactory to the secretary of state, the name of the consenting entity may be used by the entity to which the consent was given. Consent may not be given for the use of a reserved name. (c) Except as otherwise provided in subsection (d), in determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation", "corp.", "incorporated", "Inc.", "company", "co", "professional corporation", "PC", "P.C.", "professional service corporation", "PSC", "P.S.C.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited liability partnership", "LLP", "L.L.P.", "limited liability company", "LLC", "L.L.C.", "limited liability company-s", "LLC-s", or "L.L.C.-s", may not be taken into account. (d) Consent is not needed in the following cases in which an entity's name is no longer distinguishable on the records of the secretary of state from an assumed business name of another entity: (1) In the case of an entity that files an entity filing that changes only the word, phrase, or abbreviation described in subsection (c) that indicates what type of entity the entity is. (2) In the case of an entity that files its public organic record or certificate of registration using a name the entity has reserved under this title before January 1, 2018. (3) In the case of an entity that files an application for reinstatement not more than one hundred twenty (120) days after the effective date of a dissolution under IC 23-0.5-6. (e) The name or assumed name of a domestic filing entity or foreign filing entity shall not contain language that falsely indicates or implies that the domestic filing entity or the foreign filing entity is, or is connected with, a government agency of this state, another state, or the United States. (f) If the name or assumed name of a domestic filing entity or foreign filing entity on record with the secretary of state violates subsection (e), the secretary of state may remove the name or assumed name from the record. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.6; P.L.206-2021, SEC.1.

Ind. Code § 23-0.5-3-2 Required words or phrases

Sec. 2. (a) The name of a business corporation or nonprofit corporation must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "Corp.", "Inc.", "Co.", or "Ltd.", or words or abbreviations of similar import in another language. The name of a business corporation that is a professional corporation must contain the words "Professional Service Corporation" or "Professional Corporation" or abbreviations of these words. In addition, only a professional corporation in which all shareholders are physicians licensed under IC 25-22.5 may use the term "medical" in its corporate name. A licensing authority may by rule adopt further requirements than those specified in this subsection as to the names of professional corporations organized under this article. (b) The name of a limited partnership must contain the words "limited partnership" or the abbreviation "L.P.". The name of a limited partnership may not contain the name of a limited partner unless: (1) it is also the name of a general partner or the corporate name of a corporate general partner; or (2) the business of the limited partnership had been carried on under that name before the admission of that limited partner. (c) The name of a limited liability partnership must contain the phrase "limited liability partnership" or the abbreviation "L.L.P." or "LLP". (d) The name of a limited liability company must contain the phrase "limited liability company" or the abbreviation "L.L.C." or "LLC". The name of a master limited liability company must comply with IC 23-18.1-6-7(b). The name of a series with limited liability must comply with IC 23-18.1-6-7(c) and IC 23-18.1-6-7(d). (e) A filing entity may use the name, including an assumed name, of another filing entity if the filing entity proposing to use the name: (1) has merged with the other filing entity that was already using the name; (2) has been formed by the reorganization of the other filing entity that was already using the name; or (3) has acquired all or substantially all of the assets, including the name, of the other filing entity that was already using the name. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.7.

Ind. Code § 23-0.5-3-3 Reservation of exclusive use of name

Sec. 3. (a) A person may reserve the exclusive right to the use of a name by delivering an electronic application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved, excluding any word, phrase, or abbreviation described in section 1(c) of this chapter. If the secretary of state finds that the name is available, the secretary of state shall reserve the name for the applicant's exclusive use for renewable one hundred twenty (120) day periods. (b) The owner of a reserved entity name may transfer the reservation to another person that is not an individual by delivering to the secretary of state, electronically, a signed notice in a record of the transfer which states the name and address of the transferee. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.8.

Ind. Code § 23-0.5-3-4 Filing of certificate of assumed name; fees; notice of discontinuance of use; violation

Sec. 4. (a) Except as otherwise provided in subsection (i), an individual or a general partnership, other than a limited liability partnership, conducting or transacting business in Indiana under a name, designation, or title other than the real name of the individual or general partnership conducting or transacting the business shall file for record, in the office of the recorder of each county in which a place of business or an office of the individual or general partnership is situated, a certificate stating the assumed name or names to be used and the full name and address of the individual or general partnership engaged in or transacting business. (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 and general partnerships having certificates on file in the recorder's office, and the assumed name or names that 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 or general partnership 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) Except as provided in subsection (i), a filing entity conducting business in Indiana under a name, designation, or title other than the name shown in its organic record shall file with the secretary of state a certificate stating the assumed name or names to be used and the full name and address of the entity's principal office in Indiana. (f) A filing entity may not include an entity indicator, such as "Inc.", "Corp.", "LLC", "LP", or "LLP" or a similar description in an assumed business name filing, that is inconsistent with the entity type for which the assumed business name is being filed. However, if the entity filing the assumed business name has filed articles of conversion, domestication, or merger that change the entity type, the entity indicator in the assumed business name filing may be inconsistent with the entity type if the conversion, domestication, or merger occurred within the twelve (12) months before the date of the assumed business name filing. (g) An individual, a general partnership, a corporation, a limited partnership, a limited liability company, or a limited liability partnership, foreign or domestic, 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 or with the recorder's office in which the certificate was filed or transferred. The secretary of state or the recorder shall keep a record of notices filed under this subsection. (h) This subsection applies to a foreign or domestic corporation, limited partnership, limited liability company, or limited liability partnership that, before July 1, 2009: (1) filed a certificate stating the assumed name or names to be used in carrying out the entity's business; and (2) filed the certificate: (A) with the secretary of state; and (B) in the recorder's office. The entity shall file a notice of dissolution or notice of discontinuance of use of the assumed business name or names with the secretary of state and with the recorder's office in which the certificate was filed or transferred. (i) This section does not apply to: (1) an individual doing business under a name, designation, or title that includes the true surname of the individual; (2) a person other an individual doing business under a name, designation, or title that includes some or all of the true surnames of the individuals comprising the person; or (3) a church, a lodge, or an association the business of which is conducted or transacted by trustees under a written instrument or declaration of trust that is recorded in the recorder's office of each county in which the business is conducted or transacted. (j) A person, corporation, foreign corporation, limited liability company, foreign limited liability company, limited partnership, or foreign limited partnership that violates this section commits a Class B infraction. (k) Compliance with the requirements of Acts 1941, c.192, before July 8, 1965, is considered compliant with this section. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-3-5 Use of "bank" or derivative; review; violation; administrative dissolution; appeal

Sec. 5. (a) If a new filing or an amendment changing the name of the filing entity is received by the secretary of state and the new filing or the amendment contains "bank", or any derivative of "bank", in the filing entity's name, the filing must be forwarded to the department of financial institutions for review and a determination concerning whether the use of the term "bank" (or the derivative) violates IC 28-1-20-4. (b) A document under subsection (a) may be filed by the secretary of state only after the filing has been approved by the department of financial institutions. (c) The department of financial institutions shall review each filing forwarded to the department of financial institutions under subsection (a) and provide notice of the results of the review to the secretary of state. (d) If the department of financial institutions determines that a filing entity has violated IC 28-1-20-4, the department of financial institutions shall notify the secretary of state of the violation. (e) The secretary of state shall commence a proceeding under this section to administratively dissolve a filing entity if: (1) the name of the filing entity contains the word, or a derivation of the word, "bank", "banc", "banco", or "bankcor"; and (2) the department of financial institutions determines that the filing entity violates IC 28-1-20-4. (f) If the secretary of state commences an administrative dissolution under subsection (e), the secretary of state shall provide to the filing entity written notice of the determination under subsection (e)(2). The secretary of state shall, at the same time notice is sent to the filing entity, provide a copy of the notice to the department of financial institutions. (g) If a filing entity that receives a notice under subsection (f) does not: (1) correct the grounds for dissolution; or (2) demonstrate to the reasonable satisfaction of the department of financial institutions that the grounds for dissolution do not exist; at any time after sixty (60) days after the notice is provided, the department of financial institutions shall notify the secretary of state in writing of the continuing violation. After receiving the written notice from the department of financial institutions, the secretary of state shall administratively dissolve the filing entity by signing a certificate of administrative dissolution that recites the grounds for dissolution and the effective date of the dissolution. The secretary of state shall file the original certificate of administrative dissolution and provide a copy of the certificate of administrative dissolution to the filing entity. (h) A filing entity administratively dissolved under this section may carry on only those activities necessary to wind up and liquidate the filing entity's affairs. (i) The filing entity may appeal the administrative dissolution to the circuit court or superior court of the county: (1) where the filing entity's principal office is located; or (2) if the principal office is not located in Indiana, where the filing entity's registered office is located; not later than thirty (30) days after service of the notice of denial is perfected. (j) The court may do the following: (1) Order the secretary of state to reinstate the dissolved filing entity. (2) Take other action the court considers appropriate. (k) The court's final decision may be appealed as in other civil proceedings. (l) Dissolution under this section is in addition to any penalties imposed upon the filing entity under IC 28-1-20-4(j), as well as any other penalties under IC 28. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.9.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/23Fetched: 10/17/2026

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