Fill and Sign the Indiana Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF INDIANA PROFESSIONAL SERVICE CORPORATION Control Number: IN-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL SERVICE CORPORATION for State-Licensed Professionals STATE OF INDIANA Electronic Version STATUTORY REFERENCE Indiana Code – Title 23 http://www.in.gov/legislative/ic/code/title23/ Article 1 – Indiana Business Corporation Law Article 1.5 – Professional Corporations INTRODUCTION The statutory requirements for the formation and organization of a business corporation are set out in the Indiana Code, Title 23, Article 1 (Indiana Business Corporation Law). In addition to the requirements applicable to business corporations, a professional corporation is also subject to the statutory requirements set out in the Indiana Code, Title 23, Article 1.5 (Professional Corporations). Below are a few statutes of note when starting up. You should review ALL statutes in the Articles listed above. IC 23-1.5-1-11 "Professional service" Sec. 11. "Professional service" means any type of service that may be legally performed only by: (1) an accounting professional; (2) an architectural or engineering professional; (3) an attorney; (4) a health care professional; (5) a veterinarian; or (6) a real estate professional. IC 23-1.5-2-8 Corporate name Sec. 8. (a) The corporate name of every professional corporation organized under this article: (1) must include the words "Professional Services Corporation" or "Professional Corporation" or an abbreviation of these words; (2) may not contain any word or phrase that indicates or implies any purpose or power not possessed by corporations organizable under this article; and (3) may not contain any word or phrase that indicates that it is organized for any purpose other than that listed in the articles of incorporation. 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. (b) A licensing authority may by rule adopt further requirements than those specified in subsection (a) as to the names of professional corporations organized under this article. IC 23-1.5-2-9 Certificates of registration and incorporation; issuance Sec. 9. (a) The secretary of state may issue a certificate of incorporation under this article only if a certificate of registration has first been obtained as provided by this section. (b) Application for a certificate of registration: (1) shall be made to the bureau in writing; and (2) must contain the name and address of the proposed corporation and such other information as may be required by a licensing authority. (c) Upon receipt of the application, the licensing authority shall review the application and make such investigation of the proposed corporation as it considers necessary. If the licensing authority finds that: (1) the directors and shareholders are properly licensed in compliance with statute and the rules of the licensing authority; and (2) the corporation will be organized in compliance with statute and with the rules of the licensing authority; the licensing authority shall certify to the bureau that a certificate of registration should be issued. When the bureau has received approval from the appropriate licensing authorities, the bureau shall issue, upon payment of a registration fee of twenty-five dollars ($25), a certificate of registration. (d) The incorporators shall present the certificate of registration to the secretary of state at the time the articles of incorporation are presented for filing. (e) The secretary of state shall issue a certificate of incorporation within sixty (60) days after the date the articles of incorporation are filed, if he finds that the articles of incorporation conform to law. (f) After the articles of incorporation are approved, the secretary of state shall: (1) place his endorsement on the certificate of registration; and (2) return to the incorporators the certificate of registration and the certificate of incorporation, along with all accompanying documents. (g) The certificate of registration takes effect upon the issuance of the certificate of incorporation by the secretary of state, and remains in effect until January 31 following the date of incorporation. IC 23-1.5-2-10 Certificate of registration; renewal Sec. 10. (a) The certificate of registration must be renewed biennially before January 31 of even numbered years. The holder of the certificate of registration must apply for renewal by submitting to the bureau: (1) a written application upon a form prescribed by the bureau; and (2) a fee of twenty dollars ($20). (b) The licensing authority shall submit its approval to the bureau for the renewal of the certificate of registration if the licensing authority finds that the corporation has complied with: (1) this chapter; and (2) the rules of the licensing authority. In addition to all of the aforementioned statutory requirements, a professional corporation is subject to the rules and regulations of the Indiana governing entity for the profession. BEFORE YOU CAN FORM A PROFESSIONAL CORPORATION TO ENGAGE IN THE PRACTICE OF A PROFESSION, YOU MUST FIRST OBTAIN PROPER CERTIFICATE OF REGISTRATION FROM THE GOVERNING BOARD FOR YOUR PROFESSION. SEE STEP 1 BELOW. The following requirements and restrictions are distinctive, though not necessarily all inclusive, to professional corporations organized in Indiana. While these matters are covered below in the instructions, the By-Laws, and/or the Organizational and Annual Minutes, they are worthy of additional note here: 1. The directors and all the officers EXCEPT the secretary and the treasurer of a professional corporation organized to engage in the practice of a profession MUST be licensed to practice the profession in the State of Indiana. 2. The corporate name of a professional corporation MUST include the words "Professional Services Corporation" or "Professional Corporation" or an abbreviation of these words. 3. Subject to any limitations established by of the Indiana State Board for the profession, shares in a professional corporation may be issued ONLY to: (1) individuals who are authorized by Indiana law to practice the profession; (2) general partnerships in which all the partners are authorized by Indiana law to practice the profession; (3) professional corporations authorized by Indiana law to practice the profession; and (4) the trustee of a qualified trust. NOTE: THIS FORM PACKET ONLY PROVIDES FOR STOCK OWNERSHIP BY INDIVIDUALS WHO ARE AUTHORIZED TO PRACTICE IN THE STATE OF INDIANA. 4. When a shareholder of a professional corporation dies or becomes disqualified, that shareholder's shares may be transferred to a person authorized to practice the profession in the State of Indiana. If there is no such transfer, then the corporation SHALL purchase or redeem those shares. See IC §23-1.5-3-3 for additional statutory restrictions. * * * Forms List The following forms are available for download with this package.  IN-NAMERESV-INC: Application for Reservation of Corporate Name  IN-00INCP: Articles of Incorporation  IN-PC-TL: Sample Transmittal Letter  IN-PC-OM: Sample Organizational Minutes  IN-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  IN-PC-AM : Sample Annual Minutes  IN-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Indiana is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Indiana Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: BEFORE YOU CAN FORM A PROFESSIONAL CORPORATION, YOU MUST FIRST OBTAIN THE PROPER CERTIFICATE OF REGISTRATION FROM THE INDIANA STATE BOARD FOR YOUR PROFESSION. THIS CERTIFICATE MUST BE SUBMITTED WITH YOUR ARTICLES OF INCORPORATION TO THE SECRETARY OF STATE. For details, see IC 23-1.5-2-9 , in selected statutes, above. Contact your governing Board and obtain the Certificate of Registration . Step 2: See FORM: IN-NAMERESV-INC APPLICATION FOR RESERVATION OF EXCLUSIVE USE OF CORPORATE NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you. The corporate name of a professional corporation MUST include the words "Professional Services Corporation" or "Professional Corporation" or an abbreviation of these words. A proposed corporate name cannot be the same as, or deceptively similar to, the name of any entity or any name reservation or registration filed with the Office of the Secretary of State. Name availability may be checked prior to submitting this form by calling (317) 232-6576. This is, however, only a preliminary clearance. The final decision regarding name availability will be made when the application is submitted for filing. Telephone name searches are only preliminary and do not guarantee the availability of the name . The filing fee to reserve a corporate name is $20.00. A name is reserved for 120 days. You must file the original and TWO copies of the Application For Reservation of Exclusive Use of Corporate Name. Mail the original and two copies of Application For Reservation of Exclusive Use of Corporate Name along with a $20.00 filing fee (Make check payable to the Indiana Secretary of State) to: Secretary of State Corporations Division 302 W. Washington St., Room E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 Step 3: See FORM: IN-00INCP ARTICLES OF INCORPORATION  This form should be typed or printed.  Check the box for “Professional Corporation ”  ARTICLE I – NAME AND PRINCIPAL OFFICE  Provide the corporate name you have reserved.  Principal Office: this is a physical address, not a post office box.  ARTICLE II – REGISTERED OFFICE AND AGENT  A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.  The address for the Registered Office must be a physical address and NOT a post office box.  Each corporation must continuously maintain in Indiana: (1) a registered office; and (2) a registered agent, who must be: (A) an individual who resides in Indiana and whose business office is identical with the registered office.  ARTICLE III – AUTHORIZED SHARES  This package provides only for the issuance of one class of stock: common. You will have to decide how many shares you intend to issue. You will NOT need to attach an exhibit.  ARTICLE IV – INCORPORATORS  You only need one incorporator.  Provide a physical address, not a post office box.  Date the Article of Incorporation, have the Incorporator sign, and print/type the name of the incorporator.  A corporation having fifty (50) or fewer shareholders may dispense with the board of directors or limit the authority of the board by describing in its articles of incorporation who will perform some or all of the duties of the board of directors. If a corporation elects to dispense with or limit the authority of the board of directors, any reference to the board of directors by this article also includes those persons described in the articles of incorporation who will perform the duties of the board of directors.  YOU MUST FILE THE ORIGINAL AND TWO COPIES OF THE ARTICLES OF INCORPORATION.  The filing fee is $90.00.  THE CERTIFICATE OF REGISTRATION FROM THE INDIANA STATE BOARD FOR YOUR PROFESSION MUST BE FILED WITH THE ARTICLES OF INCORPORATION. Step 4: Mail the original and two copies of the ARTICLES OF INCORPORATION along with the $90.00 filing fee , along with a copy of the Certificate of Registration you receive from the State Board. (Make check payable to the Indiana Secretary of State), to: Secretary of State Corporations Division 302 W. Washington St., Room E018 Indianapolis, IN 46204 A cover letter to send with ARTICLES OF INCORPORATION is included. See FORM: IN-PC-TL SAMPLE TRANSMITTAL LETTER Step 5: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: IN-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: IN-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: IN-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: IN-PC-CR SAMPLE CORPORATE RECORDS * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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