Ind. Code ch. 23-0.5-5

Ind. Code ch. 23-0.5-5
in effect

Ind. Code § 23-0.5-5-1 Law governing; registration

Sec. 1. (a) The law of the jurisdiction of formation of an entity governs: (1) the internal affairs of the entity; (2) the liability that a person has as an interest holder or governing person for a debt, obligation, or other liability of the entity; and (3) the liability of a series of a limited liability company. (b) A foreign entity is not precluded from registering to do business in Indiana because of any difference between the law of the entity's jurisdiction of formation and the law of Indiana. (c) Registration of a foreign entity to do business in Indiana does not authorize the foreign entity to engage in any activities and affairs or exercise any power that a domestic entity of the same type may not engage in or exercise in Indiana. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-5-2 Foreign entity registration in Indiana; failure to register

Sec. 2. (a) A foreign entity may not do business in Indiana until it registers with the secretary of state under this article. However, this requirement does not apply to foreign regulated entities. (b) A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana. (c) The failure of a foreign entity to register to do business in Indiana does not impair the validity of a contract or act of the foreign entity or preclude it from defending an action or proceeding in Indiana. (d) A limitation on the liability of an interest holder or governing person of a foreign entity is not waived solely because the foreign entity does business in Indiana without registering. (e) Section 1(a) of this chapter applies to a foreign entity even if the foreign entity fails to register under this chapter. (f) A foreign entity 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. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.13.

Ind. Code § 23-0.5-5-3 Foreign entity registration statement

Sec. 3. To register to do business in Indiana, a foreign entity must deliver a foreign registration statement to the secretary of state for filing. The statement must be signed by the entity and state or be accompanied by: (1) the name of the foreign entity and, if the name does not comply with IC 23-0.5-3-1, an alternate name adopted under section 6(a) of this chapter; (2) the type of entity; (3) the entity's jurisdiction of formation; (4) the date of formation in the jurisdiction described in subdivision (3); (5) the street address of the entity's principal office; (6) the information required by IC 23-0.5-4-3(b); (7) if the entity is a nonprofit corporation, whether the corporation has members; (8) if the entity is a nonprofit corporation, whether the corporation, if the corporation had been incorporated in Indiana, would be a public benefit, mutual benefit, or religious corporation; (9) if the entity is a limited liability company and if the organizational documents of the entity provide for a manager or managers, a statement to that effect; and (10) a certificate of existence or similar document authenticated by the secretary of state or other official having custody of business records of the entity in the state or country where the entity was organized. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.14.

Ind. Code § 23-0.5-5-4 Amended foreign registration statement

Sec. 4. A registered foreign entity shall deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the entity; (2) the entity's jurisdiction of formation; (3) an address required by section 3(5) of this chapter; or (4) the information required by IC 23-0.5-4-3(b). As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.15.

Ind. Code § 23-0.5-5-5 Activities not constituting doing business in Indiana

Sec. 5. (a) Activities of a foreign entity which do not constitute doing business in Indiana under this article include: (1) maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governing persons; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders by any means if the orders require acceptance outside Indiana before they become contracts; (7) making loans or otherwise creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired; (9) conducting an isolated transaction completed within thirty (30) days that is not conducted in the course of repeated transactions of a like nature; (10) owning, without more, property; (11) doing business in interstate commerce; and (12) if the entity is a nonprofit corporation, soliciting funds if otherwise authorized by Indiana law. (b) A person does not do business in Indiana solely by being an interest holder or governing person of a foreign entity that does business in Indiana. (c) This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of Indiana other than this article. (d) The list of activities in subsection (a) is not exhaustive and recodifies, not repeals, those activities previously listed in IC 23-1-49-1, IC 23-16-10-2, IC 23-17-26-1, and IC 23-18-11-2. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.16.

Ind. Code § 23-0.5-5-6 Foreign entity name

Sec. 6. (a) A foreign entity whose name does not comply with IC 23-0.5-3-1 for an entity of its type may not register to do business in Indiana until it adopts, for the purpose of doing business in Indiana, an alternate name that complies with IC 23-0.5-3-1. A registered foreign entity that registers under an alternate name under this subsection need not comply with IC 23-0.5-3-4. After registering to do business in Indiana with an alternate name, a registered foreign entity shall do business in Indiana under: (1) the alternate name; or (2) a name the entity is authorized to use under IC 23-0.5-3-4. (b) If a registered foreign entity changes its name to a name that does not comply with IC 23-0.5-3-1, it may not do business in Indiana until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with IC 23-0.5-3-1. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.17.

Ind. Code § 23-0.5-5-7 Withdrawal of registration

Sec. 7. (a) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the entity and state: (1) the name of the entity and its jurisdiction of formation; (2) that the entity is not doing business in Indiana and that it withdraws its registration to do business in Indiana; (3) that the entity revokes the authority of its registered agent to accept service of process on its behalf in Indiana; (4) an address to which service of process may be made under subsection (c); and (5) a commitment to notify the secretary of state in the future of any change in its street address. (b) A statement of withdrawal may include an electronic mail address to which service of process may be made under subsection (c). If an electronic mail address is included in the statement of withdrawal, the statement of withdrawal must include a commitment to notify the secretary of state in the future of any change in the electronic mail address. (c) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time the entity was registered to do business in Indiana may be made under IC 23-0.5-4-10. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.18; P.L.177-2019, SEC.7; P.L.156-2020, SEC.86.

Ind. Code § 23-0.5-5-8 Conversion to domestic filing entity

Sec. 8. A registered foreign entity that converts to any type of domestic filing entity is deemed to have canceled its registration on the effective date of the conversion. As added by P.L.118-2017, SEC.5.

Ind. Code § 23-0.5-5-9 Dissolution; statement of withdrawal; service of process

Sec. 9. (a) A registered foreign entity that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not a filing entity shall deliver a statement of withdrawal to the secretary of state for filing. The statement must be signed by the dissolved or converted entity and state: (1) in the case of a foreign entity that has completed winding up: (A) its name and jurisdiction of formation; and (B) that the foreign entity surrenders its registration to do business in Indiana; and (2) in the case of a foreign entity that has converted to a domestic or foreign entity that is not a filing entity: (A) the name of the converting foreign entity and its jurisdiction of formation; (B) the type of entity other than a filing entity to which it has converted and its jurisdiction of formation; (C) that it surrenders its registration to do business in Indiana and revokes the authority of its registered agent to accept service on its behalf; and (D) a street address to which service of process may be made under subsection (c). (b) A statement of withdrawal under this section may include an electronic mail address to which service of process may be made under subsection (c). (c) After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign entity was registered to do business in Indiana may be made under IC 23-0.5-4-10. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.19; P.L.177-2019, SEC.8.

Ind. Code § 23-0.5-5-10 Merger; notice

Sec. 10. (a) If a registered foreign entity merges into a registered or nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in Indiana, the foreign entity shall deliver to the secretary of state for filing a notice of merger or conversion. The notice must be signed by the surviving or converted entity and state: (1) the name of the registered foreign entity before the merger or conversion; (2) the type of entity it was before the merger or conversion; (3) the name of the applicant entity and, if the name does not comply with IC 23-0.5-3-1, an alternate name adopted under section 6(a) of this chapter; (4) the type of entity of the applicant entity and its jurisdiction of formation; and (5) the following information regarding the entity, if different than the information for the foreign entity before the merger or conversion: (A) The street address of the principal office of the entity. (B) The information required under IC 23-0.5-4-3(b). (b) When a notice of merger or conversion takes effect, the registration of the registered foreign entity to do business in Indiana is transferred without interruption to the entity into which it has merged or to which it has been converted. As added by P.L.118-2017, SEC.5. Amended by P.L.156-2023, SEC.5.

Ind. Code § 23-0.5-5-11 Revocation of registration; grounds; notice

Sec. 11. (a) The secretary of state may revoke the registration of a registered foreign entity, business trust, or agricultural cooperative if: (1) the entity does not pay, not later than sixty (60) days after the due date, any fee, tax, interest, or penalty required to be paid to the secretary of state under this article or law of Indiana other than this article; (2) the entity does not deliver to the secretary of state for filing, not later than sixty (60) days after the due date, a biennial report; (3) the entity does not have a registered agent as required by IC 23-0.5-4-1; (4) the entity does not deliver to the secretary of state for filing a statement of change under IC 23-0.5-4-6 not later than thirty (30) days after a change occurs in the name or address of the entity's registered agent; or (5) the secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of entity filings in the state or country under whose law the entity is registered stating that it has been dissolved or disappeared as the result of a merger. (b) If the secretary of state determines that one (1) or more grounds exists under subsection (a) for revocation of a registration, the secretary of state shall provide to the foreign entity written notice of the determination, unless the secretary of state: (1) receives a receipt showing failure of a previous attempt of service of process upon the entity's registered agent at the address of the registered office; and (2) determines that the secretary of state's office has no record of the entity's principal office address. (c) The notice under subsection (b) must state: (1) the effective date of the revocation, which must be at least sixty (60) days after the date the secretary of state delivers the copy; and (2) the grounds for revocation under subsection (a). (d) The authority of a registered foreign entity to do business in Indiana ceases on the effective date of the notice of revocation under subsection (b), unless before that date the entity cures each ground for revocation stated in the notice. If the entity cures each ground, the secretary of state shall file a record so stating. (e) The secretary of state's revocation of a registration appoints the secretary of state the entity's agent for service of process in any proceeding based on a cause of action that arose during the time the entity was authorized to transact business in Indiana. Service of process on the secretary of state under this subsection is service on the entity. Upon receipt of process, the secretary of state shall mail a copy of the process to the entity at its principal office shown in its most recent biennial report or in any subsequent communication received from the entity stating the current mailing address of its principal office, unless the secretary of state: (1) receives a receipt showing failure of a previous attempt of service of process upon the entity's registered agent at the address of the registered office; and (2) determines that the secretary of state's office has no record of the entity's principal office address. (f) Revocation of an entity's registration does not terminate the authority of the registered agent of the entity. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.20; P.L.156-2023, SEC.6.

Ind. Code § 23-0.5-5-12 Application for reinstatement; effective date

Sec. 12. (a) An entity that has had its registration revoked under section 11(b) of this chapter may, not later than five (5) years after the effective date of the revocation, apply to the secretary of state for reinstatement. The application for reinstatement must include all the following: (1) The name of the entity. (2) The effective date of the revocation of the entity's registration. (3) A statement that the ground or grounds for revocation of the entity's registration either did not exist or have been eliminated. (4) A statement that the entity's name satisfies the requirements of IC 23-0.5-3-1 or section 6 of this chapter. (5) A certificate from the department of state revenue stating that all taxes owed by the entity have been paid. (b) If the secretary of state determines that the application contains the information required under subsection (a) and that the information is correct, the secretary of state shall: (1) cancel the certificate of revocation of the entity's registration; (2) prepare a certificate of reinstatement that specifies: (A) that the revocation of the entity's registration has been canceled; and (B) the date that the reinstatement is effective; and (3) file the original certificate of reinstatement. (c) When the certificate of reinstatement is effective, the certificate of reinstatement relates back to and is considered to take effect as of the effective date of the revocation of the entity's registration and the entity resumes carrying on its business as if the revocation of the entity's registration had never occurred. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.21.

Ind. Code § 23-0.5-5-13 Denial of reinstatement; notice; appeal

Sec. 13. (a) If the secretary of state denies an entity's application for reinstatement under section 12(a) and 12(b) of this chapter, the secretary of state shall serve the entity with a written notice that explains the reason or reasons for denial. (b) The entity may appeal the denial of reinstatement to the circuit or superior court of the county in which its registered agent is located not later than thirty (30) days after service of the denial of reinstatement is perfected. The entity appeals by petitioning the court to set aside the revocation and attaching to the petition copies of all the following: (1) The secretary of state's notice of revocation provided under section 11(b) of this chapter. (2) The entity's application for reinstatement described in section 12(a) of this chapter. (3) The secretary of state's notice of denial described in subsection (a). (c) The court may order the secretary of state to reinstate the registration or may take any other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.22.

Ind. Code § 23-0.5-5-14 Attorney general action to enjoin

Sec. 14. The attorney general may maintain an action to enjoin a foreign entity from doing business in Indiana in violation of this article. As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.23.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/23Fetched: 10/17/2026