To form an LLC in Indiana, here's everything you need to know.
Here are the steps you need to take to form an LLC in Indiana. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.
1. Choose a Name for Your LLC
Under Indiana law, an LLC name must contain as the last words, "Limited Liability Company," "L.L.C.," or "LLC." The name may (but need not) contain the name of a member or manager.
Your LLC’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 Secretary of State 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 may be filed online or by mail. The filing fee is $20.
2. File Articles of Organization
An Indiana LLC is created by filing Articles of Organization with the Indiana Secretary of State Business Services Division. The articles must include: the LLC's name and address, the name and address of LLC’s registered agent; whether the LLC's duration will be perpetual or for a specified period; and whether the LLC will be manager-managed or member-managed. If you’ve filed an Application for Reservation for Exclusive Use of Corporate Name, attach it to the articles. The articles may be filed online or by mail. The filing fee is $90.
3. Appoint a Registered Agent
Every Indiana LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. A registered agent may be an individual who resides in Indiana, or a domestic or foreign business entity authorized to do business in Indiana. The registered agent must have a physical street address in Indiana.
All of the paperwork and procedural steps to start a limited liability company in Indiana can be done online using Nolo's Indiana Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Indiana, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
None.
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
Department of Revenue: In some cases, for example if you will be selling goods and collecting sales tax or if you have employees, you’ll need to register with the Indiana Department of Revenue (DOR). You can register either online or on paper (Form BT-1, Business Tax Application). For more information on state LLC tax registration, see Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. File Biennial Reports
All LLCs doing business in Indiana must file a Business Entity Report with the Secretary of State every two years. The report is due every other year in the anniversary month of your SMLLC's formation. For example, if your LLC was formed on July 15 of an odd-numbered year, then your report would be due in July of each subsequent odd-numbered year. The report can be filed online or by mail. The filing fee is $30 for filings by mail and $22.44 (including $2.44 credit card fee) for online filings.
8. Foreign LLCs Doing Business in Indiana
To do business in Indiana, all LLCs organized outside of the state must register with the Indiana Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in Indiana. To register, file an Application for Certificate of Authority of a Foreign Liability Company. The application may be filed online or by mail. The filing fee is $90.
The completed application must be accompanied by a Certificate of Good Standing or Existence from the foreign LLC’s home state, dated nor more than 60 days prior to the filing of the certificate.
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