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 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


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.


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.

Learn more about incorporating in Indiana

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

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Commonly Asked Questions For Starting a Indiana Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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