How To Form a Corporation in Indiana in Eight Steps
Key Takeaways
To set up a for-profit corporation in Indiana, you must select your business name and registered agent, file articles of incorporation, draft bylaws, hold a directors meeting, issue stock, apply for a federal EIN, and apply for business and tax accounts.
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Eight Steps To Create an Indiana Corporation
Choose a Name for Your Indiana Corporation
Your business name must be unique and not used by another business entity in Indiana. Under Indiana Code Title 23, Article 0.5, Chapter 3, the name of an entity must not imply that it is a government agency. The name, however, must contain “corporation,” “incorporated,” “company,” or “limited” or their abbreviations.
Conduct a business search on the Indiana Secretary of State’s InBiz website to verify your name is available in Indiana. You can reserve your name online with the Secretary of State for 120 days. The fee for a name reservation in Indiana is $20.
You should also check that your business name is available for use on the internet and is not a registered domain name or trademark. Search for the name on the ICANN domain registry and the United States Patent and Trademark Office (USPTO) trademark database. If your name is available on both, you can use it.
Appoint a Registered Agent
Indiana Code Title 23, Article 0.5, Chapter 4, requires that the corporation have a registered agent and registered office with a physical address (not a P.O. Box) in Indiana. The registered agent is the contact between the Secretary of State and your corporation.
Even if you are an Indiana resident and can act as your corporation’s registered agent, you may want to use a commercial registered agent. The agent must be available during regular business hours to receive legal documents or service of process. Many busy entrepreneurs aren’t always available or work typical business hours, so they use a professional registered agent service company to serve as their registered agent.
Prepare and File Articles of Incorporation
For a domestic corporation, you must file State Form 4159 Articles of Incorporation Domestic Corporation. Your Indiana articles of incorporation must include the following:
- The type of corporation (for-profit, benefit, or professional corporation)
- The name of the corporation
- The registered agent’s name and office address
- The number of shares of stock
- The name and address of the incorporator
You can file online with the Secretary of State’s InBiz website. You must first set up an online account with the Secretary of State.
You can mail the form to the Indiana Secretary of State Business Services Division, 302 West Washington Street, Room E018, Indianapolis, IN 46204. The approval time for an online submission is typically one to two business days. Filing by mail may take five to 10 business days plus mailing time.
The filing fee is $95 if filed online and $100 for mail submissions.
In Indiana, you can form a professional corporation if you are a licensed professional, such as an accountant, attorney, or doctor. You must use “professional corporation” or “PC” in your business name. All shareholders of the professional corporation must be licensed in the same field. The filing fees and form are the same for a domestic corporation.
Draft Corporate Bylaws
You should create corporate bylaws for your company, as they help define the officers’ roles and responsibilities and the procedures for running the company.
- The corporate name, principal place of business, and fiscal year
- The schedule for shareholder meetings
- The schedule for the board of directors meetings
- The number of directors and their responsibilities
- The officer’s titles and responsibilities
- Procedures for voting, issuing stock, and amending bylaws
In Indiana, under Title 23, Article 1, Chapter 21, Section 6, the corporation’s incorporators or board of directors must adopt corporate bylaws.
Hold First Board Meeting
The shareholders appoint a board of directors. The board oversees the operations, elects officers, and authorizes business transactions. At the organizational meeting, the directors may do the following:
- Adopt the actions of the incorporators
- Adopt the corporate bylaws
- Elect officers (i.e., President, Secretary, and Treasurer)
- Authorize initial business transactions, such as opening bank accounts
Minutes of the meeting should be kept as a corporate record to document decisions and actions taken.
Issue Stock Certificates
A stock certificate is proof of ownership of a corporation. A corporation issues stock to its owners, called “shareholders”. The company assigns the stock a “par value,” meaning the stock’s minimum price at which it can be sold. It is common for business owners to assign corporate stock at a “no par” value.
Apply for a Federal EIN
An EIN (Employer Identification Number), also called a federal tax identification number, identifies business entities such as a corporation, a sole proprietorship, or a limited liability company. You apply for this number from the IRS website. If you apply to the IRS directly, there is no cost, and you should get an immediate reply.
Register for Business and Tax Accounts
The state of Indiana does not require a business license. However, you must register for business tax accounts with the Indiana Department of Revenue through the InBiz website.
Business and Tax Requirements in Indiana
Indiana corporations must pay taxes and register for certain accounts, especially if they have employees.
Corporate Income Tax. C corporations pay a flat corporate tax rate of 4.9%. You can file the Form IT-20 and pay the tax on the Indiana Department of Revenue website.
Sales and Use Tax. You need a seller’s permit to collect sales tax if you sell products in Indiana. The sales tax in Indiana is 7%.
Employer Accounts. If you have employees, you must register with the Indiana Department of Workforce Development for unemployment taxes and the Indiana Department of Revenue to set up state and county tax withholding accounts.
Business Licenses and Permits. Look into any local requirements for operating your business in your town or county, such as a business license, permit, or zoning permissions.
Biennial Requirement for an Indiana Corporation
In Indiana, you must file a Business Entity Report every two years. The due date is two years after the corporation’s business formation or registration date. You can file this report electronically with INBiz for a $32 fee or with a paper form for a $50 fee.
FAQs
FAQs About Indiana Corporations
The main reason a business owner forms a corporation is personal liability protection. Any business debts, lawsuits, or liabilities remain with the business and do not attach to the owner’s personal assets. Another benefit is that a corporation can raise capital for its startup by issuing stock. Finally, a corporation is a business structure that conveys professionalism and trustworthiness.
To form an Indiana corporation, you must pay the Secretary of State a filing fee of $95 if filing online. The cost is $100 if submitting by mail.
The filing fee for Indiana articles of incorporation depends on the method you file. If you file online with INBiz, the filing fee is $95. If filing by mail, the fee is $100.
Yes. You can form a nonprofit corporation by using Form 4162, Articles of Incorporation Domestic Nonprofit Corporation. If you want to form a nonprofit corporation, read FindLaw’s article, How To Start a Nonprofit in Indiana in Nine Steps.
Many entrepreneurs who form a C corporation elect for S corporation status. An S corporation allows profits to “pass through” to shareholders’ personal tax returns to avoid double taxation. Double taxation occurs when profits are taxed on a corporate level and then taxed to shareholders. If you want to file for S corporation status, you file IRS Form 2553, Election by a Small Business Corporation.
The best type of business structure depends on many factors. Both corporations and LLCs provide personal liability protection. Small businesses and solo entrepreneurs favor LLCs over corporations because there are fewer requirements and formalities. Larger businesses may prefer corporations so they can issue stock to raise capital.
You may want to consult with a local business attorney to determine which business structure may be better suited for your business. If you want to form an LLC in Indiana, read How to Form an LLC in Indiana in 7 Steps.
Yes. If you want to do business under a name different from your registered business name in Indiana, you must file for an assumed business name with the Secretary of State. First, check if the name you want to use is available, and then file a Certificate of Assumed Business Name and pay a fee. For more information on assumed business name registration in Indiana, read FindLaw’s article, How To Get a DBA in Indiana in Four Steps.
Yes. The Indiana Secretary of State has an INBiz website for corporate filings. You must create a user account first. You can also use our trusted partner, LegalZoom to help you form your Indiana corporation.
The mailing address is:
Indiana Secretary of State
Business Services Division
302 West Washington Street, Room E018
Indianapolis, IN 46204
Yes. Many business owners use a professional registered agent service company as their Indiana registered agent. These companies can assist with corporate formation, certificates of good standing, and reporting requirements.
A corporation formed in Indiana is known as a domestic corporation. A corporation formed in another state is a foreign corporation.
If you want to operate your business in another state, you apply to that state as a foreign corporation. Typically, you take the following steps:
- Check if the company name is available in that state
- Apply as a foreign corporation and pay the state fee
- Attach a certificate of good standing for your Indiana corporation
- Register for business and tax accounts in the new state, if applicable
- File annual reports and pay fees in the new state
To properly close your Indiana corporation, the shareholders must agree to the dissolution. The corporation must be current with all taxes, debts, and reporting requirements. File the Certificate of Dissolution with the Indiana Secretary of State. The dissolution fee is $20 if done online with INBiz. There are two notices to complete: Form IT-966 Notice of Corporate Dissolution Liquidation or Withdrawal and BC-100 Indiana Business Tax Closure Request.
Get Help with Forming an Indiana Corporation
If you need help forming an Indiana corporation, contact a business attorney. Alternatively, you can let our trusted partner LegalZoom handle your business name search and corporate formation, starting at $149 plus filing fees.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
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