A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.
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.
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 a Reservation of Business Name with the Secretary of State. The reservation must be filed online. The filing fee is $20.
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.
An Indiana LLC is created by filing Articles of Organization with the Indiana Secretary of State Business Services Division. The articles must include:
The articles may be filed online or by postal mail. The filing fee is $100.
An LLC operating agreement is not required in Indiana, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.
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.
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. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it is in an unincorporated area). For state license information, check the Indiana Department of Business and Agriculture Business Owner's Guide. For more information, refer to Nolo's article How to Get a Small Business License in Indiana.
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 Indiana LLC tax registration, see Nolo's article Indiana LLC Filing Requirements.
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 LLC'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 $50 for filings by mail and $32 for online filings. For more information on Indiana biennial report requirements, see Nolo's article Indiana LLC Filing Requirements.
All of the paperwork and procedural steps to start a limited liability company can be done online using Nolo's Online LLC Formation service.
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 a Foreign Registration Statement. The Statement may be filed online or by mail. The filing fee is $125.
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.