75 IAC 8 — ARTICLE 8. BUSINESS ENTITY FILING GOVERNANCE

TITLE 75 SECRETARY OF STATE

ARTICLE 8. BUSINESS ENTITY FILING GOVERNANCE

Rule 1

75 IAC 8-1-1 75 IAC 8-1-1 Applicability

Rule 1. Definitions

75 IAC 8-1-1 Applicability

Authority: IC 24-2-1-11

Affected: IC 23-0.5-1.5; IC 24-2-1-2

Sec. 1. The definitions in this rule and IC 23-0.5-1.5 apply throughout this article, unless the context clearly indicates otherwise.

(Secretary of State; 75 IAC 8-1-1; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

Rule 2

75 IAC 8-2-1 75 IAC 8-2-1 Access to electronic filing

Rule 2. Filings

75 IAC 8-2-1 Access to electronic filing

Authority: IC 23-0.5-1-5; IC 23-0.5-7-5

Affected: IC 23-0.5-2-1; IC 23-0.5-7-4

Sec. 1. (a) Entity filings submitted electronically must be submitted through the secretary of state's website. Applicants must log in to the secretary of state's website through the Indiana office of technology's Access Indiana platform.

(b) To protect the integrity of the electronic filing registry, the secretary of state may restrict a person or an account from submitting online filings if the secretary of state has identified any of the following:

(1) The person or account has violated cybersecurity policies established by the Indiana office of technology.

(2) The person or account has submitted invalid, false, or stolen payment information.

(3) The person or account has submitted unauthorized or deficient filings that resulted in an administrative dissolution, revocation, or removal of an entity or a record under IC 23-0.5-7-4.

(4) The person or account has submitted filings that are materially false or fraudulent.

(c) A person restricted from filing online under subsection (b) may deliver filings to the secretary of state in person or by mail.

(Secretary of State; 75 IAC 8-2-1; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-2-2 75 IAC 8-2-2 Information required to determine proper licensure or qualification of professional corporation or shareholders

75 IAC 8-2-2 Information required to determine proper licensure or qualification of professional corporation or shareholders

Authority: IC 23-0.5-1-5; IC 23-1.5-2-9.1

Affected: IC 23-1.5-2-3; IC 23-1.5-2-9.1

Sec. 2. (a) To enable the secretary of state to determine proper licensure or qualification of a professional corporation or its shareholders under IC 23-1.5-2-9.1, a professional corporation shall provide to the secretary of state the following information for at least one (1) shareholder licensed to render professional services described in IC 23-1.5-2-3 when filing articles of incorporation, a foreign registration statement, or a biennial report:

(1) The name of the shareholder.

(2) The license number of the shareholder.

(3) The license type or profession of the shareholder.

(4) The shareholder's address.

(b) The secretary of state may compare the information collected in subsection (a) to the records kept by a state agency issuing professional licenses, such as the Indiana professional licensing agency, or for an attorney professional corporation, the office of judicial administration, to determine if the shareholder holds an active license of the type that applies in Indiana.

(c) The information collected under subsection (a) may not be made part of the public filing history.

(Secretary of State; 75 IAC 8-2-2; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-2-3 75 IAC 8-2-3 Principal office address

75 IAC 8-2-3 Principal office address

Authority: IC 23-0.5-1-5

Affected: IC 23-0.5-1.5-29

Sec. 3. A filing that provides principal office address information must comply with IC 23-0.5-1.5-29. Filings the secretary of state may refuse to file for noncompliant principal office address information include the following:

(1) A filing that provides a principal office address that does not truly reflect the principal executive office address.

(2) A filing that provides a principal office address that the entity is not authorized to use at the time of filing by the property owner or tenant.

(Secretary of State; 75 IAC 8-2-3; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-2-4 75 IAC 8-2-4 Registered agent

75 IAC 8-2-4 Registered agent

Authority: IC 23-0.5-1-5

Affected: IC 23-0.5-4

Sec. 4. A filing that provides registered agent information must comply with IC 23-0.5-4. Filings the secretary of state may refuse to file for noncompliant registered agent information include the following:

(1) A filing that provides multiple concurrent registered agents.

(2) A filing that provides an entity serves as its own registered agent.

(Secretary of State; 75 IAC 8-2-4; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-2-5 75 IAC 8-2-5 Governing person

75 IAC 8-2-5 Governing person

Authority: IC 23-0.5-1-5

Affected: IC 23-0.5-1.5-15

Sec. 5. A filing that provides governing person information must comply with IC 23-0.5-1.5-15. Filings the secretary of state may refuse to file for noncompliant governing person information include the following:

(1) A filing that does not provide the full name of each individual to be listed as a governing person.

(2) A filing that does not provide the title of each individual to be listed as a governing person.

(3) A filing that does not provide an address for each individual to be listed as a governing person.

(Secretary of State; 75 IAC 8-2-5; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-2-6 75 IAC 8-2-6 Acceptance of foreign certificates of existence

75 IAC 8-2-6 Acceptance of foreign certificates of existence

Authority: IC 23-0.5-1-5

Affected: IC 23-0.5-5-2; IC 23-0.5-5-4; IC 23-0.5-5-12

Sec. 6. (a) A filing that provides a certificate of existence, or an equivalent document, may be refused by the secretary of state if the certificate or document is any of the following:

(1) A document issued more than sixty (60) days before the filing is received by the secretary of state.

(2) A document marked as expired by the issuing authority.

(3) A document not issued by the official having custody of business records in the entity's jurisdiction of formation.

(4) A document that does not reflect the exact name of the filing entity.

(b) A foreign entity must include a certificate of existence or similar document from its jurisdiction of formation when filling the following:

(1) An amendment that updates the name of the entity.

(2) A foreign registration statement.

(3) A reinstatement under IC 23-0.5-5-12.

(Secretary of State; 75 IAC 8-2-6; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-2-7 75 IAC 8-2-7 Allowable filings for inactive entities

75 IAC 8-2-7 Allowable filings for inactive entities

Authority: IC 23-0.5-1-5

Affected: IC 23-0.5-2-6

Sec. 7. The secretary of state may refuse a filing if an entity is not in an active status.

(Secretary of State; 75 IAC 8-2-7; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

Rule 3

75 IAC 8-3-1 75 IAC 8-3-1 Articles of incorporation

Rule 3. Fees

75 IAC 8-3-1 Articles of incorporation

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-1; IC 23-0.5-9-14

Sec. 1. For the electronic filing of articles of incorporation, the secretary of state shall collect twenty dollars ($20) for the enhanced access fund established by IC 4-5-10-5. If the articles of incorporation form a nonprofit corporation, the secretary of state shall collect only ten dollars ($10) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-1; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-2 75 IAC 8-3-2 Registration of limited liability partnership

75 IAC 8-3-2 Registration of limited liability partnership

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-7

Sec. 2. For the electronic filing of registration of a domestic limited liability partnership, the secretary of state shall collect twenty dollars ($20) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-2; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-3 75 IAC 8-3-3 Certificate of limited partnership

75 IAC 8-3-3 Certificate of limited partnership

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-10

Sec. 3. For the electronic filing of a certificate of limited partnership, the secretary of state shall collect twenty dollars ($20) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-3; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-4 75 IAC 8-3-4 Articles of organization

75 IAC 8-3-4 Articles of organization

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-19; IC 23-0.5-9-24

Sec. 4. For the electronic filing of articles of organization, the secretary of state shall collect twenty dollars ($20) for the enhanced access fund established by IC 4-5-10-5. If the articles of organization form a domestic master limited liability company, the secretary of state shall collect only fifteen dollars ($15) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-4; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-5 75 IAC 8-3-5 Articles of designation

75 IAC 8-3-5 Articles of designation

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-25

Sec. 5. For the electronic filing of articles of designation, the secretary of state shall collect five dollars ($5) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-5; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-6 75 IAC 8-3-6 Foreign registration statement

75 IAC 8-3-6 Foreign registration statement

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-26

Sec. 6. For the electronic filing of a foreign registration statement, the secretary of state shall collect thirty dollars ($30) for the enhanced access fund established by IC 4-5-10-5 except as follows:

(1) If the foreign registration statement registers a nonprofit corporation, the secretary of state shall collect only twenty dollars ($20) for the enhanced access fund established by IC 4-5-10-5.

(2) If the foreign registration statement registers a master limited liability company, the secretary of state shall collect only fifteen dollars ($15) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-6; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-7 75 IAC 8-3-7 Commercial registered agent statement of change

75 IAC 8-3-7 Commercial registered agent statement of change

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-30

Sec. 7. For the electronic filing of a commercial registered agent statement of change, the secretary of state shall collect one dollar ($1) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-7; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-8 75 IAC 8-3-8 Registered agent or office statement of change

75 IAC 8-3-8 Registered agent or office statement of change

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-32

Sec. 8. For the electronic filing of a registered agent or office statement of change, the secretary of state shall collect one dollar ($1) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-8; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-9 75 IAC 8-3-9 Registered agent statement of resignation

75 IAC 8-3-9 Registered agent statement of resignation

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-33

Sec. 9. For the electronic filing of a registered agent statement of resignation, the secretary of state shall collect one dollar ($1) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-9; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-10 75 IAC 8-3-10 Biennial report

75 IAC 8-3-10 Biennial report

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-34

Sec. 10. For the electronic filing of a biennial report, the secretary of state shall collect eleven dollars ($11) for the enhanced access fund established by IC 4-5-10-5. If the biennial report is filed for a business trust, the secretary of state shall collect only one dollar ($1) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-10; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-11 75 IAC 8-3-11 Cancellation of name reservation

75 IAC 8-3-11 Cancellation of name reservation

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-39

Sec. 11. For the electronic filing of a cancellation of name reservation, the secretary of state shall collect one dollar ($1) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-11; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-12 75 IAC 8-3-12 Assumed name cancellation

75 IAC 8-3-12 Assumed name cancellation

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-41

Sec. 12. For the electronic filing of an assumed name cancellation, the secretary of state shall collect one dollar ($1) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-12; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-13 75 IAC 8-3-13 Application for reinstatement

75 IAC 8-3-13 Application for reinstatement

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-42

Sec. 13. For the electronic filing of an application for reinstatement, the secretary of state shall collect eleven dollars ($11) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-13; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-14 75 IAC 8-3-14 Change of governing person

75 IAC 8-3-14 Change of governing person

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-1.5-15

Sec. 14. For the electronic filing of a change of governing person, the secretary of state shall collect one dollar ($1) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-14; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-15 75 IAC 8-3-15 Change of principal office address

75 IAC 8-3-15 Change of principal office address

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-1.5-29

Sec. 15. For the electronic filing of a change of principal office address, the secretary of state shall collect one dollar ($1) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-15; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-16 75 IAC 8-3-16 Change of business contact email

75 IAC 8-3-16 Change of business contact email

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-2-2

Sec. 16. For the electronic order of a change of business contact email, the secretary of state shall collect one dollar ($1) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-16; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-17 75 IAC 8-3-17 Certificate of existence

75 IAC 8-3-17 Certificate of existence

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-9-43

Sec. 17. For the electronic order of a certificate of existence, the secretary of state shall collect eleven dollars ($11) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-17; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-18 75 IAC 8-3-18 Monthly listing of new businesses

75 IAC 8-3-18 Monthly listing of new businesses

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-1.5-35

Sec. 18. For the electronic order of a monthly listing of new businesses, the secretary of state shall collect thirty-five dollars ($35) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-18; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-19 75 IAC 8-3-19 Bulk download with monthly updates

75 IAC 8-3-19 Bulk download with monthly updates

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-1.5-35

Sec. 19. For the electronic order of a bulk download with monthly updates, the secretary of state shall collect nine thousand five hundred dollars ($9,500) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-19; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-20 75 IAC 8-3-20 Bulk data monthly update

75 IAC 8-3-20 Bulk data monthly update

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-1.5-35

Sec. 20. For the electronic order of a bulk data monthly update, the secretary of state shall collect ($500) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-20; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)

75 IAC 8-3-21 75 IAC 8-3-21 One time bulk download

75 IAC 8-3-21 One time bulk download

Authority: IC 4-5-10-2

Affected: IC 4-5-10-5; IC 23-0.5-1.5-35

Sec. 21. For the electronic order of a one (1) time bulk download, the secretary of state shall collect eight thousand dollars ($8,000) for the enhanced access fund established by IC 4-5-10-5.

(Secretary of State; 75 IAC 8-3-21; filed May 19, 2025, 1:06 p.m.: 20250618-IR-075250155FRA)