Shown verbatim: the complete text as captured from the official PDF posted by the Indiana General Assembly, fetched 2026-09-25. Page and line markers are part of the official record; nothing is edited or removed. This is the current version. The official bill page.
First Regular Session of the 124th General Assembly (2025)
PRINTING CODE. Amendments: Whenever an existing statute (or a section of the Indiana
Constitution) is being amended, the text of the existing provision will appear in this style type,
additions will appear in this style type, and deletions will appear in this style type.
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provision adopted), the text of the new provision will appear in this style type. Also, the
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a new provision to the Indiana Code or the Indiana Constitution.
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between statutes enacted by the 2024 Regular Session of the General Assembly.
HOUSE ENROLLED ACT No. 1593
AN ACT to amend the Indiana Code concerning business and other
associations.
Be it enacted by the General Assembly of the State of Indiana:
SECTION 1. IC 23-0.5-1.5-4.2 IS ADDED TO THE INDIANA
CODE AS A NEW SECTION TO READ AS FOLLOWS
[EFFECTIVE JANUARY 1, 2026]: Sec. 4.2. "Contact address"
means the residence address of a governing person of an entity,
whether or not that residence is in Indiana, or the address of the
customer of a commercial mail receiving agency with which a
governing person of an entity has a valid commercial mail
receiving agreement established with the United States Postal
Service as long as the information required by IC 23-0.5-8-4 is
provided to the secretary of state's office.
SECTION 2. IC 23-0.5-1.5-29, AS ADDED BY P.L.118-2017,
SECTION 5, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
JANUARY 1, 2026]: Sec. 29. (a) Except as provided in subsection
(b), "principal office" means the principal executive office of an entity,
whether or not the office is located in Indiana. usual place of business,
headquarters, or other office at which a governing person of an
entity is commonly present.
(b) For entities subject to IC 23-0.5-8-4, "principal office"
means an entity's contact address.
SECTION 3. IC 23-0.5-2-1, AS ADDED BY P.L.118-2017,
SECTION 5, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
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JANUARY 1, 2026]: 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.
(e) If a person submits a biennial report on behalf of another
person, the person submitting the biennial report shall take
reasonable steps, including manual verification, the use of software
or third party services to perform background or identification
verification, or obtaining identifying documents from the person
on whose behalf the biennial report is being submitted, such as:
(1) a state issued driver's license;
(2) a state issued identification card; or
(3) a passport;
to verify the identity of the person on whose behalf the submitting
person is submitting the biennial report.
(f) A person who submits a biennial report on behalf of another
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person under subsection (e) shall provide the information used by
the submitting person to verify the identity of the person on whose
behalf the biennial report is being submitted to the secretary of
state upon request.
SECTION 4. IC 23-0.5-2-13, AS AMENDED BY P.L.52-2018,
SECTION 5, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
JANUARY 1, 2026]: 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 promptly 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.
(g) If a person submits a biennial report on behalf of another
person, the person submitting the biennial report shall take
reasonable steps, including manual verification, the use of software
or third party services to perform background or identification
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verification, or obtaining identifying documents from the person
on whose behalf the biennial report is being submitted, such as:
(1) a state issued driver's license;
(2) a state issued identification card; or
(3) a passport;
to verify the identity of the person on whose behalf the submitting
person is submitting the biennial report.
(h) A person who submits a biennial report on behalf of another
person under subsection (g) shall provide the information used by
the submitting person to verify the identity of the person on whose
behalf the biennial report is being submitted to the secretary of
state upon request.
SECTION 5. IC 23-0.5-2.5 IS ADDED TO THE INDIANA CODE
AS A NEW CHAPTER TO READ AS FOLLOWS [EFFECTIVE
JANUARY 1, 2026]:
Chapter 2.5. Commercial Mail Receiving Agency
Sec. 1. As used in this chapter, "CMRA" refers to a commercial
mail receiving agency.
Sec. 2. A person may operate a CMRA in Indiana if the person
delivers to the secretary of state for filing a CMRA intent to file
statement signed by the person, which states:
(1) the name of the individual or the name of the entity, the
type of entity, and the jurisdiction of formation of the entity;
(2) that the person is operating or is seeking to operate a
CMRA in Indiana;
(3) the address of a place of business of the person that is
located in Indiana;
(4) the electronic mail address of the person operating or
seeking to operate a CMRA in Indiana; and
(5) that the person operating or seeking to operate a CMRA
in Indiana agrees to follow the service agreement process
established by the secretary of state.
Sec. 3. (a) If a person lists the address of a CMRA in any filing
with the secretary of state's office the person must provide:
(1) an electronic mail address at which the person may be
contacted; and
(2) customer information, including names, addresses, and
contact information, to the secretary of state's office.
(b) The information provided to the secretary of state's office
under subsection (a)(2) shall not be a part of the public record.
Sec. 4. (a) A person that operates a CMRA in Indiana that
knows or reasonably should know that an address that the CMRA
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has provided has been used as a contact address shall notify the
secretary of state of the closure of a CMRA account not later than
sixty (60) days after closure of the CMRA account.
(b) The notification described in subsection (a) shall include the:
(1) physical address provided by the CMRA customer on the
United States Postal Service Form 1583; and
(2) electronic mail address associated with the CMRA
account.
Sec. 5. If a person operating a CMRA in Indiana violates any of
the requirements described in this chapter or provides information
to the secretary of state that the person knows to be false, the
person may be prohibited from operating a CMRA in Indiana by
the secretary of state.
SECTION 6. IC 23-0.5-6-3, AS AMENDED BY P.L.52-2018,
SECTION 25, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
JANUARY 1, 2026]: Sec. 3. (a) Except as provided in subsection (b),
a domestic filing entity that is dissolved administratively under
IC 23-1-46 (before its repeal), IC 23-17-23 (before its repeal),
IC 23-18-10-4 (before its repeal), or section 2 of this chapter may apply
to the secretary of state for reinstatement not later than five (5) years
after the effective date of dissolution. The application must be signed
by the entity and state or contain:
(1) the name of the entity at the time of its administrative
dissolution and, if needed, a different name that satisfies
IC 23-0.5-3-1;
(2) the street address of the principal office of the entity and the
name and address of its registered agent;
(3) the effective date of the entity's administrative dissolution;
(4) that the grounds for dissolution did not exist or have been
cured; and
(5) a certificate of clearance from the department of state revenue
reciting that taxes owed by the entity have been paid.
(b) This subsection applies to a domestic filing entity that is
dissolved administratively under IC 23-1-46 (before its repeal),
IC 23-17-23 (before its repeal), IC 23-18-10-4 (before its repeal), or
section 2 of this chapter and that is applying to the secretary of
state for reinstatement more than five (5) years after the effective
date of dissolution. The application must be signed by the entity
and state or contain all requirements identified in subsection (a)(1)
through (a)(5). An application for reinstatement submitted under
this subsection must also include a statement by the entity
describing the:
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(1) reason the entity is requesting reinstatement; and
(2) intended future activities of the entity if reinstatement is
approved.
(c) If the individual applying for reinstatement under subsection
(a) or (b) is not listed as a governing person of the domestic filing
entity, then the application must include a notarized affidavit
stating that a governing person has given the individual permission
to request reinstatement of the entity. The affidavit must be signed
by:
(1) a governing person of the entity; or
(2) an attorney representing the entity.
(b) (d) To be reinstated, an entity must pay all fees, taxes, interest,
and penalties that were due to the secretary of state at the time of the
entity's administrative dissolution and all fees, taxes, interest, and
penalties that would have been due to the secretary of state while the
entity was dissolved administratively.
(c) (e) If the secretary of state determines that an application under
subsection (a) or (b) contains the required information, is satisfied that
the information is correct, and determines that all payments required to
be made to the secretary of state by subsection (b) (d) have been made,
the secretary of state shall:
(1) cancel the certificate of administrative dissolution and prepare
a certificate of reinstatement that states the secretary of state's
determination and the effective date of reinstatement; and
(2) file the certificate of reinstatement.
(d) (f) When reinstatement under this section is effective, the
following rules apply:
(1) The reinstatement relates back to and takes effect as of the
effective date of the administrative dissolution.
(2) The domestic filing entity resumes carrying on its activities
and affairs as if the administrative dissolution had never occurred.
(3) The rights of a person arising out of an act or omission in
reliance on the dissolution before the person knew or had notice
of the reinstatement are not affected.
SECTION 7. IC 23-0.5-8-4 IS ADDED TO THE INDIANA CODE
AS A NEW SECTION TO READ AS FOLLOWS [EFFECTIVE
JANUARY 1, 2026]: Sec. 4. (a) If an entity conducts all business via
telecommunications without a nonresidential physical office, the
entity may include with any filing that requires a principal office
address a statement that the principal office address is a contact
address.
(b) An entity described in subsection (a) must disclose:
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(1) the contact address; and
(2) an electronic mail address associated with the entity;
to the secretary of state. The information disclosed by an entity
under this subsection shall not be a part of the public record.
SECTION 8. IC 23-1-20-19 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JANUARY 1, 2026]: Sec. 19. "Principal
office" means the office (in or out of Indiana) so designated in the
annual or biennial report where the principal executive offices of a
domestic or foreign corporation are located. has the meaning set forth
in IC 23-0.5-1.5-29.
SECTION 9. IC 23-17-2-21, AS AMENDED BY P.L.118-2017,
SECTION 86, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
JANUARY 1, 2026]: Sec. 21. "Principal office" means the office,
inside or outside of Indiana, designated in a biennial report filed under
IC 23-0.5-2-13 where the principal offices of a domestic or foreign
corporation are located. has the meaning set forth in
IC 23-0.5-1.5-29.
SECTION 10. IC 23-18-1-18 IS AMENDED TO READ AS
FOLLOWS [EFFECTIVE JANUARY 1, 2026]: Sec. 18. "Principal
office" means the office, within or outside of Indiana, so designated in
the biennial report where the principal executive offices of a domestic
or foreign limited liability company are located. has the meaning set
forth in IC 23-0.5-1.5-29.
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Speaker of the House of Representatives
President of the Senate
President Pro Tempore
Governor of the State of Indiana
Date: Time:
HEA 1593 — ConcurEvery fact on this page links to its source, starting with the official bill record.