How to Form an LLC in Indiana in 7 Steps
Forming an Indiana LLC involves critical steps such as naming the LLC, appointing a registered agent, filing articles of organization, obtaining an EIN and registering for business and tax accounts.
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Do you want to set up an Indiana LLC? A limited liability company, or LLC, is a popular business entity for entrepreneurs. The advantage of an LLC business structure is that it offers personal liability protection and pass-through taxation to small business owners. If you are interested in creating an Indiana LLC by yourself, follow this step-by-step guide to LLC formation.
7 Steps to Form an LLC in Indiana
Name Your LLC
Indiana has rules for business entity names. It must be different than any name of an existing business entity formed in Indiana (Ind. Code Ann. §23-0.5-3-1), and the LLC name must contain one of the following endings (Ind. Code Ann. §23-0.5-3-2):
- Limited Liability Company (or one of its abbreviations)
- LLC
- L.L.C.
Search for Your LLC Name
First, search the business name with the Indiana Secretary of State on the INBiz Business Search website. The search will let you know if the name is in prior use. If you aren’t ready to file the paperwork at this time, you can apply for a name reservation on the INBiz site. The reservation is good for 120 days under Ind. Code Ann. §23-0.5-3-3.
When creating a business name, you should also check the internet for registered domain names and trademarked names. You don’t want to infringe on another business’s name or trademark. You can check for domain name registration on the InterNIC and ICANN websites. The United States Patent and Trademark Office (USPTO) has a Search Trademark Database to determine if a trademark is registered.
Protect Your LLC Name
You also want to protect your business name. Two ways to do that are registering the domain name and trademarking the name. The domain name can be searched online and purchased through various vendors. You can apply for trademark registration of your business name at the USPTO website.
Get a Registered Agent
The State of Indiana requires an LLC to have a registered agent for service of process before formally filing with the state. A registered agent is designated to receive process (legal documents) on behalf of the LLC. Under Ind. Code Ann. §23-0.5-4.1, an Indiana registered agent can be an individual or a company (domestic or foreign), but it must have a physical address in Indiana. It must be a street address. A P.O. box is not allowed.
Although you can act as your own registered agent, some entrepreneurs choose a professional registered agent service company or use a lawyer as their registered agent. An Indiana corporation can only have one registered agent; the business itself cannot act as its own agent.
File Your Articles of Organization
You can download a PDF application for Indiana’s Articles of Organization for a Limited Liability Company (Form 49459). Or you can file online using the INBiz website. The filing fee is $95, and credit cards are accepted. If using the PDF application and mailing in, the cost is $100.
When drafting the LLC articles of organization, under Ind. Code Ann. §23-18-2-4, you must include:
- Name of limited liability company
- Name of registered office and address
- A statement that the LLC will be perpetual until dissolved or indicate a date of dissolution
- Who will manage the LLC (managers or members)
- If it is a single-member LLC (SMLLC)
The LLC organizer, which could be the business’s principal or a professional registered agent, signs the articles of organization.
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Draft an Operating Agreement
An operating agreement sets forth the rules for managing the LLC, similar to the bylaws of a corporation. In the operating agreement, you establish who owns the LLC, who runs the LLC, and how to distribute profits and losses. Indiana does not require your LLC to have an operating agreement to be legitimate, but it is a good idea for your business to have one.
When drafting an Indiana limited liability operating agreement, include the following points:
- Percentage of members’ ownership
- If the LLC is run by member-managers or manager-members
- Voting rights and responsibilities
- Powers and duties of members and managers
- Distribution of profits and losses
- Holding meetings
- Buyout and buy-sell rules (procedures for transferring interest or in the event of a death)
The members may manage an LLC or hire an outside manager. You will indicate which you have chosen on your registration application.
When opening a business bank account or requesting a loan, a bank may want to review your LLC’s operating agreement and the Indiana articles of organization.
Get an EIN
An Employer Identification Number (EIN), or tax identification number (TIN), is a federal number the Internal Revenue Service issues to identify your business. It is like a Social Security number for your business. If you have employees, you must file to receive an EIN on the IRS website. You must also apply for an EIN if the LLC has more than one member. You are subject to all federal tax-withholding rules.
Set Up Business and Tax Accounts
When setting up any business, investigate your LLC’s federal and state tax obligations. You must create account for tax payments and withholdings, especially if you have employees.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
Business and Tax Requirements in Indiana
Your new LLC must register a new business tax account on the Indiana INBiz website. You can set up accounts for withholding taxes and sales and use tax. This business tax application can also be completed by hand using Form BT-1.
State Business Tax
If the LLC is a C corporation with the IRS, the LLC pays a state business tax. The corporate tax rate is 4.9%. If the LLC is a pass-through business entity, the members report profits and losses on their personal income tax returns.
If the LLC is a pass-through tax entity, the members report LLC profits and losses on their personal tax returns, and there is no state tax on the LLC itself. However, if the LLC elects for C corporation status with the IRS, the LLC pays a state tax.
State Employer Tax
If your LLC has employees, you set up an Indiana employer tax account as part of the new business registration on the Indiana INBiz website or by using Form BT-1. It may direct you to sign up for INTIME online, the Indiana Department of Revenue tax portal.
Sales and Use Taxes
If your LLC sells goods in Indiana, you indicate that when registering your business tax account. As the seller, you collect the sales tax from the purchaser and remit it to the state.
Business Licenses and Permits
Check with your town or county for business licenses and permit requirements. Depending on your type of business, for example, a restaurant selling food to the public, you need specific local business licenses and/or permits.
Registration in Other States
If you want your LLC to operate in other states, you must register your LLC as a foreign LLC authorized to do business in that state. Additionally, you must follow that state’s rules for registering business tax accounts, especially if you hire employees and have a business in that state.
Biennial Requirements in Indiana
Instead of annual reports, Indiana LLCs must file a biennial business entity report with the Secretary of State to remain in good standing. File this report online through your INBiz account or complete Indiana Business Entity Report, Form 48725. File your biennial Business Entity Report every other year in the month you formed the LLC. For example, if you created your LLC on July 1, 2022, you file the report during the month of July 2024.
FAQs About Indiana LLC Formation
The fee is $97 to file the LLC articles of organization online using the INBiz website. When using the PDF application and filing by mail, the cost is 100.
- Single-member LLC. Indiana allows a single-member LLC (SMLLC) which is an LLC owned by only one member. SMLLCs have the same formation and filing requirements as multi-member LLCs.
- Multi-member LLC. A multi-member LLC (MMLLC) is an LLC owned by multiple people or “members,” is also allowed. The LLC can be member-managed or manager-managed.
- Professional LLC. Indiana does not have a statute for Professional LLC but allows members who provide professional services to form an LLC. The difference is that they do not have a “PLLC” designation at the end of the business name but LLC. The professionals in the LLC must hold professional licenses issued by their licensing board.
Articles of organization is the formation document proving that the Indiana Secretary of State approved your LLC application. In Indiana, you can request a certificate of fact from the INBiz portal for a $15 fee. The certificate of fact verifies your filing is correct.
When a Secretary of State’s office issues a certificate of good standing, they certify that the business is registered with the state according to their laws and the LLC is compliant with fee and filing requirements. Indiana calls their certificate of good standing a “certificate of existence.” The fee is $15 to request a certificate of existence from the INBiz portal at the Secretary of State Business Services Division. The state fee for a copy mailed to you is $30.
To create an LLC in Indiana, you need an acceptable business name, a registered agent and office address. You file the articles of organization and pay a fee to the Secretary of State. The state will notify you if the LLC is accepted.
LLC owners favor the business structure of a limited liability company. LLCs have many advantages providing personal liability protection similar to a corporation but allowing pass-through taxation similar to a sole proprietorship or partnership. An LLC does not have as many formal requirements as a corporation. Yet it offers the same protection of personal assets that a corporation does. Additionally, when compared to other states, the fees to create and maintain an Indiana LLC are relatively low.
To keep your LLC compliant with the Indiana Secretary of State, file a business entity report every two years. The filing fee for this biennial report is $32 if filed online using INBiz. The fee is $50 if sent by mail. The report is due during the anniversary month when you formed your LLC.
No. The articles of organization is the formation document you file with the Indiana Secretary of State. An operating agreement is a company document detailing the LLC’s management structure. The articles of organization is a public record whereas your operating agreement is an internal business document. Indiana does not require your LLC to have an operating agreement.
Yes. If you have a trade or brand name that you want to use for your business that is different than the legal name of the LLC, you can file a "doing business as" (DBA) or fictitious name registration. Indiana calls a DBA an "assumed business name." To register your LLC’s assumed business name, you file an Indiana certification of assumed business name with the Secretary of State through the INBiz portal. You can also complete Form 30353, Certification of Assumed Business Name, and mail it in.
Depending on the city you operate your LLC, you may need to register for local business licenses and permits. The state does not require a general business license.
Yes. The Indiana Secretary of State has an online business services portal, INBiz. You can file LLC registration online or use a business formation services company to handle the paperwork for you.
For filing formation documents with the state, the address is:
Business Services Division
302 W. Washington Street
Room E018
Indianapolis, IN 46204
Yes. There are many reasons why busy entrepreneurs opt for registered agent service companies to set up and maintain their Indiana LLC. Registered agents:
- Keep your business private. They are the point of contact with the Secretary of State’s office. Any lawsuits or service of process goes to them, not your business address.
- Keep your business in good standing. You must comply with Indiana’s filing requirements, specifically the biennial reports. If you miss an important deadline, the Secretary of State can initiate your LLC’s involuntary dissolution, thereby ending your business operations.
- Help with your business needs. As you expand your business, you may need a copy of your articles of organization or certificate of existence. They can handle this for you.
- Are always available. Registered agents must be open during regular business hours on normal business days (Monday – Friday) to accept service of process. Depending on your business operations and travel, you may not always be at your registered office. You may not always be available.
A domestic limited liability company in Indiana is formed with the Indiana Secretary of State. When the Secretary of State accepts the LLC’s Articles of Organization and issues a certificate, you have a domestic LLC.
If you want your LLC to operate in another state, contact the Secretary of State in that jurisdiction to register as a foreign LLC. They may require a certificate of good standing to show your LLC is current on filing and tax obligations. A certificate of good standing in Indiana is called a certificate of existence. Complete an application using your Indiana LLC name in that state and pay their registration fee. You may need to check name availability in that state.
If you have formed an LLC in another state and want to do business in Indiana, you register your LLC as a foreign LLC. Conduct the name search for name availability to see if you can use your LLC business name in Indiana. File the registration using the INBiz business services portal. Or you can complete the Foreign Registration Statement (Form 56369) and mail it to the Indiana Secretary of State. The fee to file a foreign LLC in Indiana is $95 online and $100 by mail.
If you no longer want to operate your Indiana LLC, there are several steps you must take.
- Follow any procedures outlined in your LLC operating agreement
- Close business and settle tax accounts with the Indiana Department of Revenue
- Contact the Indiana Secretary of State to file articles of dissolution
The INBiz portal has a section for closing your business in Indiana. The fee for online dissolution is $20. Or you can complete Form 49465, Articles of Dissolution of a Limited Liability Company, and mail it in for a $30 fee.
No. Indiana law does not authorize anonymous LLCs. An anonymous LLC does not disclose member names on the articles of organization. Delaware, Nevada, New Mexico, and Wyoming are the only states offering anonymous LLCs.
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.
How to Start an LLC in Other U.S. States
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