Form a Corporation in Indiana.

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Choosing a Corporation Name

Choosing a name for your new Indiana corporation is one of the first official steps toward actually conducting business in the Hoosier State. The business name you choose must be able to be readily distinguished from all other registered and reserved Indiana business entities.

Your new business’ name must end with “Incorporated,” “Corporation,” “Company,” or “Limited,” or the abbreviation “Corp.,” “Inc.,” “Co.,” or “Ltd.” It may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by state law and its own articles of incorporation.

The name is allowed to include the word “bank” or “banks” for a bank holding company, so long as it does not imply that it offers the same services as a bank or trust company.

Available corporate names may be reserved for up to 120 days for $20.

Articles of Incorporation

New Indiana corporations must file articles of incorporation with the Indiana Secretary of State’s office before they can start conducting business as a corporation. The articles must be delivered by at least one of the incorporators, accompanied by the filing fee of $90. The incorporator does not have to be a director, officer, or shareholder of the corporation.

The following information must be included in the articles of incorporation:

  • The corporation’s name
  • The name and address of each incorporator
  • The street address of the corporation’s initial registered office
  • The name of the new corporation’s registered agent at that office
  • The number of shares the corporation is authorized to issue

Indiana law allows a corporation to be formed for any lawful business activity. There is no requirement for a specific corporate purpose to be stated in the articles of incorporation.

Indiana law also allows (but does not require) optional items to be included in the articles of incorporation for those corporations who wish to formally specify additional information, such as:

  • The names and addresses of the initial directors of the corporation
  • The corporate purpose
  • The powers and constraints of the corporation, its board of directors, and shareholders
  • Provisions for or limitations on shareholder and/or director personal liability for corporate debts in certain situations

Since Indiana law does not use the concept of par value for stocks, you do not need to state a par value for your shares. The filing fee is a flat fee, rather than being based on your authorized shares, so you can authorize as many as desired.

Registered Agent and Office

Indiana corporations must have a registered agent in the state-someone officially designated to receive state legal and administrative correspondence. A corporation’s registered agent may be an individual who resides in Indiana, or a business entity authorized to conduct business in the state. In either circumstance, the registered agent’s business office must be the same as the corporation’s registered office.

Bylaws

Bylaws describe the corporation’s basic managerial and legal operating principles. An Indiana corporation must keep a copy of its bylaws at its main executive office, but is not required to file them with the state. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

Shareholders and directors meetings

The authority, number, and tenure of directors

Voting procedures

The duties, responsibilities, and tenure of officers

How stock is issued

How and when annual financial information is provided to shareholders

Directors

Officers are appointed or elected by the board in compliance with the corporation’s bylaws, or elected by shareholders in compliance with the articles of incorporation. One officer has the responsibility of preparing minutes of director and shareholder meetings, and for authenticating corporate records.

It is permissible for an officer to hold more than one office in the corporation unless otherwise prohibited by law or by the corporation’s bylaws. One person may hold all or any combination of offices when all of the issued and outstanding stock of the corporation is owned by this same person.

Requirement Reports

Indiana LLCs must file a biennial (every two years) report with the Secretary of State. The first biennial report must be delivered in the anniversary month of the corporation’s organization in its second year. Subsequent biennial reports must be delivered to the secretary of state during the same month every two calendar years thereafter.

Biennial reports may be accepted up to two months early.

The corporation’s name and the state or country of original incorporation

The street address of the corporation’s registered office

The name of its registered agent at that in-state office

The address of the corporation’s principal office

The names and addresses of the corporation’s directors, secretary, and highest executive officer

The board must also report certain information about director indemnification and expenses, as well as future promises or promissory note issuance, to all shareholders with or before notice of the next shareholders’ meeting.

Taxes

Indiana’s corporate tax structure consists of a flat rate of 8.5 percent on all corporate income. Among states levying corporate income taxes, Indiana’s top rate ranks 13th highest nationally.

How our service works

Take a moment to view our instructional video and see how easy it can be to get your business incorporated.

Filing Time & Price

The state charges this amount to file a new business entity. This fee goes directly to the Secretary of State.

State Fee:

$0

State Filing Time:

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Expedited Filing Time:

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Compliance Requirements

This report is mandatory and must be filed within the specified time frame in order for the entity to remain in good standing with the state. Failure to file this report can lead to the company being revoked or administratively dissolved.
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Commonly Asked Questions For Starting a Indiana Corporation

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