How to Incorporate in Indiana
Indiana Secretary of State—Business Services Division
302 West Washington Street—Room E018
Indianapolis, IN 46204-2700
Statutory Authority: Indiana Business Corporation Act — Ind. Code § 23-1-17-1 (2013)
Indiana Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Indiana Secretary of State.
Indiana Articles of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Indiana:
1. Company name
2. Principal office address
3. Registered agent name and address
4. Number of authorized shares
5. Name and address of each incorporator
7. Signature and printed name of each incorporator
8. Name and address of the person who prepared the document
Indiana Incorporation Fee Schedule
Application for Reservation of Exclusive Use of Corporate Name: $20.00 by mail, $10.00 online
Articles of Incorporation: $90.00 by mail, $85.00 online
Application for Certificate of Authority: $90.00
Certified Copy: $4.00
Biennial Report: $30.00 by mail, $20.00 online
Articles of Dissolution: $30.00
Your company name must end with a corporate designator. In Indiana the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”
Conduct an entity name search on the Indiana Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Exclusive use of Corporate Name” and paying a name reservation fee of $20.00. NOTE: Reserving your name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Indiana requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Indiana resident or active Indiana business entity that has a Indiana street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Indiana resident and have a Indiana street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Indiana corporation. Nevertheless, Indiana permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File a Biennial Report.
Registering as a Foreign Entity
1. Complete the Application for “Certificate of Authority of a Foreign Corporation.”
2. Attach an original Certificate of Existence, not more than 60 days old, authenticated by the proper authority from the corporation’s state of incorporation.
3. Submit the completed document, along with the $90.00 filing fee, to the Indiana Secretary of State.
Dissolving an Indiana Corporation
1. If your corporation has not yet commenced business or issued shares, you must complete the “Articles of Dissolution Prior to Issuing Shares or Commencing Business.”
2. If your corporation has commenced business and issued shares, you must complete the Articles of Dissolution of a Corporation.
3. Submit the completed documents, along with one copy and the $30.00 filing fee, to the Indiana Secretary of State.