reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-22. "Limited Partnership"

Sec. 22. "Limited partnership" means a domestic limited partnership formed under or subject to IC 23-16 or a foreign limited partnership.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-23. "Noncommercial Registered Agent"

Sec. 23. "Noncommercial registered agent" means a person that is not a commercial registered agent and is:
(1) an individual or domestic or foreign entity that serves in this state as the registered agent of an entity; or
(2) an individual who holds the office or other position in an entity which is designated as the registered agent under IC 23-0.5-4-3(b)(2).
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-24. "Nonprofit Corporation"

Sec. 24. "Nonprofit corporation" means a domestic nonprofit corporation incorporated under or subject to IC 23-17 or a foreign nonprofit corporation.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-25. "Nonregistered Foreign Entity"

Sec. 25. "Nonregistered foreign entity" means a foreign entity that is not registered to do business in Indiana under a statement of registration filed by the secretary of state.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-26. "Organic Law"

Sec. 26. "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-28. "Person"

Sec. 28. "Person" means an individual, business corporation, nonprofit corporation, general partnership, limited partnership, limited liability company, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-29. "Principal Office"

Sec. 29. "Principal office" means the principal executive office of an entity, whether or not the office is located in Indiana.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-30. "Private Organic Rules"

Sec. 30. "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes:
(1) the bylaws of a business corporation;
(2) the bylaws of a nonprofit corporation;
(3) the partnership agreement of a general partnership;
(4) the partnership agreement of a limited partnership; and
(5) the operating agreement of a limited liability company.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-31. "Proceeding"

Sec. 31. "Proceeding" includes a civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-32. "Property"

Sec. 32. "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest in such property.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-33. "Public Organic Record"

Sec. 33. "Public organic record" means:
(1) the articles of incorporation of a business corporation;
(2) the articles of incorporation of a nonprofit corporation;
(3) the certificate of limited partnership of a limited partnership;
(4) the certificate of registration of a limited liability partnership; and
(5) the articles of organization of a limited liability company;
filed by the secretary of state and any amendment or restatement of that record.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-35. "Record"

Sec. 35. "Record", used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-36. "Registered Agent"

Sec. 36. "Registered agent" means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The term includes a commercial registered agent and a noncommercial registered agent.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-37. "Registered Agent Filing"

Sec. 37. "Registered agent filing" means:
(1) the public organic record of a domestic filing entity;
(2) a registration statement filed under IC 23-0.5-5-3; or
(3) a designation of agent.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-38. "Registered Foreign Entity"

Sec. 38. "Registered foreign entity" means a foreign entity that is registered to do business in Indiana under a statement of registration filed by the secretary of state.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-39. "Regulated Entity"

Sec. 39. "Regulated entity" means a bank, a savings bank, a savings association, a corporate fiduciary, a credit union, an industrial loan and investment company, a surety company, a trust company, a safe deposit company, a railroad corporation, an insurance company, and a building and loan association.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-40. "Represented Entity"

Sec. 40. "Represented entity" means:
(1) a domestic filing entity; or
(2) a registered foreign entity.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-41. "Sign"

Sec. 41. "Sign" means, with present intent to authenticate or adopt a record:
(1) to execute or adopt a tangible symbol; or
(2) to attach to or logically associate with the record an electronic symbol, sound, or process.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-42. "State"

Sec. 42. "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 1.5. Definitions › 23-0.5-1.5-43. "Transfer"

Sec. 43. "Transfer" includes:
(1) an assignment;
(2) a conveyance;
(3) a sale;
(4) a lease;
(5) an encumbrance, including a mortgage or security interest;
(6) a gift; and
(7) a transfer by operation of law.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-1. Requirements; Filing Fee

Sec. 1. (a) To be filed by the secretary of state under this article, an entity filing must be received by the secretary of state, comply with this article, and satisfy the following:
(1) The entity filing must be required or permitted by this article.
(2) The entity filing must be transferred to the secretary of state by hand, mail, or a form of electronic transmission meeting the requirements established by the secretary of state.
(3) The entity filing must be legible, typewritten or printed, or, if electronically transmitted, in a format that can be retrieved in a reproduced or typewritten form, and otherwise suitable for processing. The words in the entity filing must be in English, and numbers must be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals.
(4) The entity filing must be signed by or on behalf of a person authorized to sign the filing.
(5) The entity filing must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment, or verification.
(6) The entity filing may contain other information as well.
(b) If law other than this article prohibits the disclosure by the secretary of state of information contained in an entity filing, the secretary of state shall file the entity filing if the filing otherwise complies with this article but may redact the information.
(c) When an entity filing is delivered to the secretary of state for filing, any fee required under this article must be paid in a manner permitted by the secretary of state.
(d) The secretary of state may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-2. Forms

Sec. 2. (a) The secretary of state may provide forms for entity filings required or permitted to be made by this article, but, except as otherwise provided in subsection (b), their use is not required.
(b) The secretary of state may require that a cover sheet for an entity filing and a biennial report be on forms prescribed by the secretary of state.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-3. Effective Date and Time of Filing

Sec. 3. Except as otherwise provided in this article and subject to section 5(d) of this chapter, an entity filing is effective:
(1) on the date and at the time of its filing by the secretary of state as provided in section 6(b) of this chapter;
(2) on the date of filing and at the time specified in the entity filing as its effective time, if later than the time under subdivision (1);
(3) if permitted by this article, at a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or
(4) if a delayed effective date as permitted by this article is specified but no time is specified, at 12:01 a.m. on the date specified which may not be more than ninety (90) days after the date of filing.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-4. Withdrawal of Filed Record; Requirements

Sec. 4. (a) Except as otherwise provided in this article, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal.
(b) A statement of withdrawal must:
(1) identify the record to be withdrawn;
(2) be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons; and
(3) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
(c) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original filed record does not take effect.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-5. Correcting the Record; Effective Date

Sec. 5. (a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if:
(1) the record at the time of filing was inaccurate;
(2) the record was defectively signed; or
(3) the electronic transmission of the record to the secretary of state was defective.
(b) To correct a filed record, a person on whose behalf the record was delivered to the secretary of state must deliver to the secretary of state for filing articles of correction.
(c) Articles of correction:
(1) may not state a delayed effective date;
(2) must be signed by the person correcting the filed record;
(3) must identify the filed record to be corrected;
(4) must specify the inaccuracy or defect to be corrected; and
(5) must correct the inaccuracy or defect.
(d) The articles of correction are effective:
(1) except as described in subdivision (2), as of the effective date of the filed record corrected by the articles of correction; and
(2) with respect to a person that:
(A) relies on the uncorrected filed record; and
(B) is adversely affected by the correction;
when filed or when the reliance ceases to be reasonable, whichever occurs first.
As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.2.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-6. Filing of Documents by Secretary of State; Refusal to File; Appeal

Sec. 6. (a) The secretary of state shall file an entity filing delivered to the secretary of state for filing which satisfies this article. The duty of the secretary of state under this section is ministerial.
(b) When the secretary of state files an entity filing, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing an entity filing, the secretary of state shall deliver to the person that submitted the filing an electronic copy of the filing with an acknowledgment of the date and time of filing.
(c) If the secretary of state refuses to file an entity filing, the secretary of state, not later than ten (10) business days after the filing is delivered, shall:
(1) return the entity filing or notify the person that submitted the filing of the refusal; and
(2) provide a brief explanation in a record of the reason for the refusal.
(d) If the secretary of state refuses to file an entity filing, the person that submitted the filing may petition the circuit or superior court of the county where the entity's principal office (or, if none in Indiana, its registered office) is or will be located to compel its filing. The filing and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a proceeding.
(e) 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 information contained in the document; or
(3) create presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.3.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-7. Certification of Filed Record

Sec. 7. A certification from the secretary of state accompanying a copy of a filed record is conclusive evidence that the copy is an accurate representation of the original record on file with the secretary of state.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-8. Certificates of Existence, Registration, or Fact; Issuance

Sec. 8. (a) On request of any person, the secretary of state shall issue a certificate of existence for a domestic filing entity or a certificate of registration for a registered foreign entity.
(b) A certificate issued under subsection (a) must state:
(1) the domestic filing entity's name or the registered foreign entity's name used in Indiana;
(2) in the case of a domestic filing entity:
(A) that its public organic record has been filed and has taken effect;
(B) the date the public organic record became effective; and
(C) that the records of the secretary of state do not reflect that the entity has been dissolved;
(3) in the case of a registered foreign entity, that it is registered to do business in Indiana;
(4) that the most recent biennial report required by section 13 of this chapter has been delivered to the secretary of state for filing; and
(5) that a proceeding is not pending under IC 23-0.5-5-11 or IC 23-0.5-6-2.
(c) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.
(d) On the request from any person, the secretary of state shall issue a certificate of fact for a domestic filing entity or registered foreign entity. A certificate issued under this subsection must set forth any facts of record in the office of the secretary of state that may be requested by the applicant.
As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.4.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-9. Intentional Signing of False Document; Sanctions

Sec. 9. (a) 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.
(b) Any record filed under this article may be signed by an agent. Whenever this article requires a particular individual to sign an entity filing and the individual is deceased or incompetent, the filing may be signed by a personal representative of the individual on behalf of the individual.
(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
(d) A signature on a filing may be a facsimile.
(e) A signature on a filing that is transmitted and filed electronically is sufficient if the person transmitting and filing the document:
(1) 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
(2) enters the filing party's name on the electronic form in a signature box or other place indicated by the secretary of state.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-10. Failure to Sign or Deliver Record; Appeal

Sec. 10. (a) If a person required by this article to sign or deliver a record to the secretary of state for filing under this article does not do so, any other person that is aggrieved may petition the circuit or superior court of the county where the entity's principal office (or, if none in Indiana, its registered office) is or will be located to order:
(1) the person to sign the record;
(2) the person to deliver the record to the secretary of state for filing; or
(3) the secretary of state to file the record unsigned.
(b) If the petitioner under subsection (a) is not the entity to which the record pertains, the petitioner shall make the entity a party to the action.
(c) A record filed under subsection (a)(3) is effective without being signed.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-11. Liability; Recovery of Damages

Sec. 11. If a record delivered to the secretary of state for filing under this article and filed by the secretary of state contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person's behalf and knew at the time the record was signed that the information was inaccurate.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-12. Delivery of Records

Sec. 12. Except as otherwise provided by IC 23-0.5-4-11 or by law of Indiana other than this article, the secretary of state may deliver a record to a person by delivering it:
(1) in person to the person that submitted it for filing;
(2) to the address of the person's registered agent;
(3) to the principal office address of the person; or
(4) to another address the person provides to the secretary of state for delivery.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 2. Filing › 23-0.5-2-13. Biennial Report; Contents; Delivery; Statement of Change

Sec. 13. (a) A domestic filing entity or registered foreign entity shall deliver to the secretary of state for filing a biennial report that states:
(1) the name of the entity and, if a registered foreign entity, its jurisdiction of formation;
(2) the information required by IC 23-0.5-4-3(b);
(3) the street address of the entity's principal office;
(4) for a corporation, the names and business addresses of its directors, secretary, and the highest executive office of the corporation; and
(5) for a nonprofit corporation, the names and business or resident addresses of its directors, secretary, and highest executive office.
(b) Information in a biennial report must be current as of the date the report is signed by the entity.
(c) The biennial report must be delivered to the secretary of state for filing every two (2) calendar years on a schedule determined by the secretary of state. The secretary of state may accept biennial reports during the ninety (90) days before the month in which the biennial report is due.
(d) If a biennial report does not contain the information required by this section, the secretary of state promptly shall notify the reporting entity in a record and return the report for correction. If the report is corrected to contain the information required by this section and delivered to the secretary of state within thirty (30) days after the effective date of notice, the report is considered to be timely filed.
(e) If a biennial report contains information required by IC 23-0.5-4-3(b) which differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under IC 23-0.5-4-7.
(f) A biennial report filed under this section may not specify a future effective date.
As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 3. Name of Entity › 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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 3. Name of Entity › 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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-1. Entities Required to Designate and Maintain a Registered Agent

Sec. 1. (a) The following entities shall designate and maintain a registered agent in this state:
(1) A domestic filing entity.
(2) A registered foreign entity.
(3) An agricultural cooperative formed under IC 15-12.
(4) A business trust formed under IC 23-5-1.
(b) An eligible entity (as defined by IC 28-1-22-1.5(a)) may file a notice concerning the eligible entity's:
(1) registered office; and
(2) registered agent.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-2. Street Address

Sec. 2. If a provision of this chapter other than section 9(a)(4) of this chapter requires that a record state an address, the record must state a street address in this state.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-3. Designation of Registered Agent; Required Filings

Sec. 3. (a) A registered agent must be an individual, a general partnership, a domestic filing entity, or a registered foreign entity.
(b) A registered agent filing must provide either:
(1) if the entity has a commercial registered agent, the name of the entity's commercial registered agent; or
(2) if the entity does not have a commercial registered agent:
(A) the name of the individual, general partnership, domestic filing entity, or registered foreign entity; and
(B) the address of the entity's registered agent.
(c) If the entity does not have a commercial registered agent, a registered agent filing may provide the electronic mail address of the registered agent at which the registered agent will accept electronic service of process only in the manner prescribed by the Indiana supreme court in the Indiana trial rules.
(d) A registered agent filing must state:
(1) the registered agent's consent; or
(2) a representation that the registered agent has consented.
(e) Each entity registered under the laws of Indiana shall provide to the entity's registered agent, and update from time to time as necessary, the name, business address, and business telephone number of an individual who is:
(1) an officer, a director, an employee, or a designated agent of the entity; and
(2) authorized to receive communications from the registered agent.
The individual is considered to be the communications contact for the entity.
(f) A registered agent shall retain, in paper or electronic form, the information provided by an entity under subsection (e).
(g) If an entity fails to provide the registered agent with the information required under subsection (e), the registered agent may resign, as provided in section 9 of this chapter, as the registered agent for the entity.
(h) The secretary of state may provide to the Indiana supreme court the electronic mail address of a registered agent.
As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.10; P.L.177-2019, SEC.6.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-4. Listing Statement; Contents; Delivery to Secretary of State

Sec. 4. (a) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent listing statement signed by the person which states:
(1) the name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;
(2) that the person is in the business of serving as a commercial registered agent in this state;
(3) the address of a place of business of the person in this state to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered;
(4) the name of any entity represented or known to be represented by the commercial registered agent; and
(5) the electronic mail address of the registered agent at which the registered agent will accept electronic service of process only in the manner prescribed by the Indiana supreme court in the Indiana trial rules.
(b) A commercial registered agent listing statement may include the information regarding acceptance by the agent of service of process, notices, and demands in a form other than a written record as provided in section 10(d) of this chapter.
(c) If the name of a person delivering to the secretary of state for filing a commercial registered agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt an alternate name that is distinguishable and use that name in its statement and when it does business in Indiana as a commercial registered agent.
(d) The secretary of state shall note the filing of a commercial registered agent listing statement in the index of filings records maintained by the secretary of state for each entity represented by the agent at the time of the filing. The statement amends the registered agent filing for each of those entities to:
(1) designate the person becoming listed as a commercial registered agent as the commercial registered agent of each of those entities; and
(2) delete the name and address of the former agent.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-5. Termination of Listing as a Commercial Registered Agent

Sec. 5. (a) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent termination statement signed by the agent which states:
(1) the name of the agent as listed under section 4 of this chapter; and
(2) that the agent is no longer in the business of serving as a commercial registered agent in Indiana.
(b) A commercial registered agent termination statement takes effect at 12:01 a.m. on the thirty-first day after the day on which it is delivered to the secretary of state for filing.
(c) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the date on which the commercial registered agent termination statement was filed.
(d) When a commercial registered agent termination statement takes effect, the commercial registered agent ceases to be the registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity under section 10 of this chapter. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-6. Change of Information

Sec. 6. (a) A represented entity may change the information on file under section 3(b) of this chapter by delivering to the secretary of state for filing a statement of change signed by the entity which states:
(1) the name of the entity; and
(2) the information that is to be in effect as a result of the filing of the statement of change.
(b) The interest holders or governing persons of a domestic entity need not approve the filing of:
(1) a statement of change under this section; or
(2) a similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.
(c) A statement of change under this section designating a new registered agent must state:
(1) the registered agent's consent; or
(2) a representation that the registered agent has consented.
(d) As an alternative to using the procedure in this section, a represented entity may change the information on file under section 3(b) of this chapter by amending its most recent registered agent filing in a manner provided by the law of Indiana other than this section for amending the filing.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-7. Noncommercial Registered Agent; Statement of Change

Sec. 7. (a) If a noncommercial registered agent changes its name, address, or electronic mail address in effect with respect to a represented entity under section 3(b) of this chapter, the agent shall deliver to the secretary of state for filing, with respect to each entity represented by the agent, a statement of change signed by the agent which states:
(1) the name of the entity;
(2) the name and address of the agent in effect with respect to the entity;
(3) if the name of the agent has changed, the new name; and
(4) if the address or electronic mail address of the agent has changed, the new address or electronic mail address.
(b) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the secretary of state for filing of a statement of change and the changes made in the statement.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-8. Commercial Registered Agent; Statement of Change; Cancellation by Secretary of State

Sec. 8. (a) If a commercial registered agent changes its name, address, or electronic mail address as listed under section 4(a) of this chapter, type of entity, or jurisdiction of formation, the agent shall deliver to the secretary of state for filing a statement of change signed by the agent which states:
(1) the name of the agent as listed under section 4(a) of this chapter;
(2) if the name of the agent has changed, the new name;
(3) if the address or electronic mail address of the agent has changed, the new address or electronic mail address; and
(4) if the agent is an entity:
(A) if the type of entity of the agent has changed, the new type of entity; and
(B) if the jurisdiction of formation of the agent has changed, the new jurisdiction of formation.
(b) The filing by the secretary of state of a statement of change under subsection (a) is effective to change the information regarding the agent with respect to each entity represented by the agent.
(c) A commercial registered agent promptly shall furnish to each entity represented by it a notice in a record of the filing by the secretary of state of a statement of change relating to the name or address of the agent and the changes made in the statement.
(d) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the secretary of state may cancel the listing of the agent under section 4 of this chapter. A cancellation under this subsection has the same effect as a termination under section 5 of this chapter. Promptly after canceling the listing of an agent, the secretary of state shall provide notice in a record in the manner provided in section 10(b) or 10(c) of this chapter on:
(1) each entity represented by the agent, stating that the agent has ceased to be the registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in section 10 of this chapter; and
(2) the agent, stating that the listing of the agent has been canceled under this section.
As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.11.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-9. Resignation of Registered Agent

Sec. 9. (a) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation signed by the agent which states:
(1) the name of the entity;
(2) the name of the agent;
(3) that the agent resigns from serving as registered agent for the entity; and
(4) the address of the entity to which the agent will send the notice required by subsection (c).
(b) A statement of resignation takes effect on the earlier of:
(1) the thirty-first day after the day on which it is filed by the secretary of state; or
(2) the designation of a new registered agent for the represented entity.
(c) A registered agent promptly shall furnish to the represented entity notice in a record of the date on which a statement of resignation was filed.
(d) When a statement of resignation takes effect, the person that resigned ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the represented entity. The resignation does not affect any contractual rights the entity has against the agent or that the agent has against the entity.
(e) A registered agent may resign with respect to a represented entity regardless of the entity's status with the secretary of state.
As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.12.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-10. Service of Process, Notice, or Demand on Entity

Sec. 10. (a) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(b) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at the entity's principal office. The address of the principal office of a domestic filing entity or registered foreign entity must be as shown in the entity's most recent biennial report filed by the secretary of state. Service is effective under this subsection on the earliest of:
(1) the date the entity receives the mail or delivery by the commercial delivery service;
(2) the date shown on the return receipt, if signed by the entity; or
(3) five (5) days after its deposit with the United States Postal Service or commercial delivery service, if correctly addressed and with sufficient postage or payment.
(c) If process, notice, or demand cannot be served on an entity under subsection (a) or (b), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the entity if the individual served is not a plaintiff in the action.
(d) Service of process, notice, or demand on a registered agent must be in a written record, but service may be made on a commercial registered agent in other forms, and subject to such requirements, as the agent has stated in its listing under section 4 of this chapter that it will accept.
(e) Service of process, notice, or demand may be made by other means under law other than this article.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-11. Duties

Sec. 11. The only duties under this chapter of a registered agent that has complied with this chapter are:
(1) to forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand pertaining to the entity which is served on or received by the agent;
(2) to provide the notices required by this article to the entity at the address most recently supplied to the agent by the entity;
(3) if the agent is a noncommercial registered agent, to keep current the information required by section 3(b) of this chapter in the most recent registered agent filing for the entity; and
(4) if the agent is a commercial registered agent, to keep current the information listed for it under section 4(a) of this chapter.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 4. Registered Agent of Entity › 23-0.5-4-12. Jurisdiction

Sec. 12. The designation or maintenance in Indiana of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in Indiana. The address of the agent does not determine venue in an action or a proceeding involving the entity.
As added by P.L.118-2017, SEC.5.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 5. Foreign Entities › 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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 5. Foreign Entities › 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.
2023 Indiana Code › Title 23. Business and Other Associations › Article 0.5. Uniform Business Organizations Code › Chapter 5. Foreign Entities › 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.