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Form an LLC in Indiana.

$49 + State Fee & 1st Year FREE Registered Agent

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Your LLC’s Name

Your new LLC’s name must be able to be distinguished (told apart) from any other Indiana business entity registered or reserved with the Indiana Secretary of State.

Your new LLC’s name must include as its last words “Limited Liability Company,” “LLC,” or “L.L.C.” The name is allowed to (but doesn’t have to) contain the name of a member or manager. You can reserve an available name for up to 120 days for a $20 fee.

Articles of Organization

Forming an Indiana LLC requires filing articles of organization with the Corporations Division of the Indiana Secretary of State. The new LLC’s articles of organization must include:

  • . The LLC’s name
  • . The street address of the LLC’s registered office
  • . The name of the LLC’s registered agent
  • . Whether the LLC will be perpetual or have a set dissolution date
  • . Whether the LLC is to be member- or manager-managed

The articles can also list other items-even ones that are also in the operating agreement–if the members so designate, so long as the provisions don’t conflict with state law. The filing fee is $90.

Your new LLC is officially considered “organized” after the original and one copy of the LLC’s articles of organization are delivered to the Indiana Secretary of State’s office (Corporations Division) with the filing fee, and that office then verifies that the articles are in compliance with state law.

The articles must be executed (signed) by at least one organizer, who does not have to be a member of the LLC at or after formation. The organizer may be a natural person or a legal or commercial entity. The signing organizer must sign the articles and indicate his or her name and title within the LLC -i.e., the capacity in which the person is signing).

Registered Agent and Office

Indiana LLCs must have a registered agent in the state-someone to receive state legal and administrative correspondence. An LLC registered agent may be an individual who resides in Indiana, or a business entity authorized to conduct business in the state. In both cases, the registered agent’s business office must be the same as the LLC’s registered office.

Operating Agreement

The LLC’s second most important document is its operating agreement, which can be changed by the members as specified by the agreement itself or state statute. Having an operating agreement is not legally required by the state, but it’s a vitally important internal document that sets forth how the LLC will run. The operating agreement needs to list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting.

The operating agreement may also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Usually, though, it does include operating constraints and allowances already contained in state law and policy. It also may contain constraints on the members’ authority to change or repeal the operating agreement or a provision thereof. If there is more than one member, the operating agreement must initially be unanimously approved in writing.

Membership in the LLC

LLCs in Indiana must have one or more members, and each member must be a natural person or a recognized business entity. A member can acquire an interest in the LLC when it is formed, or in a manner laid out in the operating agreement. Becoming a member usually requires a contribution of cash or property to the LLC (or taking on an obligation to do so), or it may take the form of services rendered to the LLC. If the operating agreement does not provide a procedure for becoming a member, however, a new member may acquire an interest in the LLC upon the written consent of all the members.

An LLC member can only resign as permitted in the articles of organization or operating agreement. In Indiana, there are significant differences in how members are allowed to withdraw or resign between LLCs formed on or before June 30, 1999, and those formed after that date.

For LLCs formed on or before June 30, 1999, a member may withdraw after giving 30 days’ written notice (or the amount of notice specified in the operating agreement) to the members, unless a written operating agreement provides that a member does not have the power to voluntarily withdraw from the LLC.

If the withdrawal violates the operating agreement, or the withdrawal occurs as a result of the member’s wrongful conduct, the LLC may recover damages for breach of the operating agreement, including the reasonable cost of replacing services that the withdrawn member was supposed to perform. The LLC may subtract the damages from any amount that would otherwise be distributed to the withdrawn member, in addition to pursuing any remedies provided for in the operating agreement or available under applicable law.

If the LLC has been formed for a specific time period or for a particular project or undertaking, a member’s withdrawal before the expiration of the term is a breach of the operating agreement, unless otherwise stated in a written operating agreement.

For companies formed after June 30, 1999, members may not withdraw from the LLC before its dissolution and the winding up of the LLC’s affairs, unless the operating agreement specifies otherwise. In fact, for these later LLCs, a member is allowed to withdraw from the LLC only at the time or upon the occurrence of events specified in the operating agreement, and in a manner in accordance with the operating agreement.

A specific membership vote to continue the LLC after the dissociation of a member is not required.

Unless specified otherwise in the LLC’s articles or operating agreement, managers are elected, removed, and replaced by a majority in interest of members, and serve for an indefinite term. A “majority in interest” means members who have contributed more than half of the LLC’s current capital.

Ongoing Requirements

Indiana LLCs must file a biennial (every two years) report with the Secretary of State that includes:

  • The LLC’s name
  • The street or physical address of the LLC’s registered office
  • The LLC’s registered in-state agent’s name at that office
  • The address of the LLC’s principal office
  • Any other information deemed necessary by the Secretary of State

The LLC’s first biennial report must be delivered in the anniversary month of the LLC’s formation in the second year after the LLC’s organization. Following 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.

LLCs in Indiana must also keep available the following types of records ready for inspection at their office:

  • The full name and last known mailing address of all current and former members and managers
  • A copy of the articles of organization and all amendments
  • Copies of the LLC’s federal, state, and local income tax returns and financial statements, if any, for the past three
  • Copies of all current and former written operating agreements, with amendments
  • The amount of cash, if any, and a statement of the agreed value of other property or services contributed by each member, as well as the times or events that trigger any additional contributions agreed to be made by each member
  • The events, if any, that would trigger the LLC’s dissolution

It’s also a good idea to keep copies of the minutes of the various proceedings and committees meetings of the owners or members.

Dissolution

An Indiana LLC formed on or before June 30, 1999, is dissolved when any one of the following events occurs:

  • Event(s) or a time specified in the articles of organization or operating agreement
  • Written agreement to dissolve by all members Event that makes it illegal for the LLC to continue
  • When a member leaves the LLC, unless the remaining member agree to continue the LLC within 90 days, or the company continues under specifications set out in the operating agreement
  • Upon a judicial decree ordering dissolution

For Indiana LLCs formed after June 30, 1999, dissolution is triggered when any of the following events occurs:

  • Event(s) or a time specified in the articles of organization or operating agreement
  • If there is only one class or group of members, upon written consent of two- thirds of the members in interest
  • If there are more than one class or group of members, upon written consent of two-thirds of the members in interest of each class or group of members
  • Upon a judicial decree ordering dissolution
  • Upon the dissociation of the final member unless, under a provision in the operating agreement, not more than 90 days after dissociation, the personal representative of the last remaining member agrees in writing to continue the business of the LLC and to admit the personal representative or the personal representative’s nominee or designee to the LLC as a member

Taxes

An LLC by its nature does offer some tax advantages over a corporation structure, including access to more deductions, since the LLC is not required to be a separate tax entity like a corporation. Instead, it is considered a “pass-through entity” for tax purposes, meaning LLC owners report business profits and losses on their individual tax returns.

Indiana tax rates vary based on income generated in the state.

Learn more about forming an LLC 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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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Commonly Asked Questions For Starting a Indiana LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
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-US Residents allowed to own a Corporation of 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 LLC 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 LLC?

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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