How to Form a Corporation in Indiana

Here is everything you need to know to incorporate in Indiana.

To form a corporation in Indiana, you need to take the steps set forth below. To find out what's required to form a corporation in any other state, see Nolo's section on Forming a Corporation.

1. Choose a Corporate Name

Your corporation's name must end with the word "Incorporated," "Corporation," "Company," or "Limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd."

Your corporation's name must be recognizably different from the names of other business entities already on file with the Indiana Secretary of State. Names may be checked for availability by searching the Indiana business name database. You may reserve a name for up to 120 days by filing an Application for Exclusive Use of Corporate Name with the Secretary of State. The application must be filed online. The filing fee is $20.

2. File Articles of Incorporation

Your corporation is legally created by filing Articles of Incorporation with the Indiana Secretary of State. The articles must include: the corporate name and address; the name and address of agent for service of process; the number of shares the corporation is authorized to issue; and the name and address of each incorporator.

The articles may be filed online or by mail. The filing fee is $100.

3. Appoint a Registered Agent

Every Indiana corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A "registered agent" may be an individual who resides in Indiana, or a business entity authorized to do business in Indiana. The registered agent must have a physical street address in Indiana. The agent should agree to accept service of process on your corporation's behalf prior to designation.

4. Prepare Corporate Bylaws

Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo's website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.

Keep your bylaws, articles, stock certificates, minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier.

5. Appoint Initial Directors and Hold First Board Meeting

The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an "Incorporator's Statement" showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporator's Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).

At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see the Nolo Corporations FAQ.

Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).

6. File Biennial Report

All corporations doing business in Indiana must file a Business Entity Report with the Secretary of State every other year at the end of the month of the corporation's formation. To find the specific date when your report is due, conduct a Business Search. The report can be filed online or by mail. The filing fee is $50.

7. Obtain an EIN

Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.

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