Indiana

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How to Form an Indiana Corporation

If you’re planning on launching a new company, you might be interested in forming an Indiana corporation. A corporation is a type of business you can form that offers various liability protections for owners.

Indiana

Are you ready to launch a new company in Indiana? Maybe you have a great idea or have already been working hard to start a new business. Whatever your situation, if you’re trying to form a corporation in the Hoosier State, you may be feeling overwhelmed about the business formation process.

The good news is that it’s not as difficult as you think to start a corporation in Indiana. By following the right steps, you can complete the corporation startup process quickly and painlessly. The best part is that you don’t have to do it alone. Many businesses utilize professional services like ZenBusiness, who can provide guidance and streamline the filing process.

We’ll take you through each step of the corporation formation process in Indiana and offer advice on when to turn to a professional.

The good news is that it’s not as difficult as you think to start a corporation in Indiana. By following the right steps, you can complete the corporation startup process quickly and painlessly. The best part is that you don’t have to do it alone. Many businesses utilize professional services like ZenBusiness, who can provide guidance and streamline the filing process.

We’ll take you through each step of the corporation formation process in Indiana and offer advice on when to turn to a professional.

How do I form a corporation in Indiana?

Steps to Incorporate in Indiana:
 

1Name Your Corporation

2

Appoint Directors

3
Choose a Indiana Registered Agent
 
4
File the Indiana Articles of Incorporation
 
5
Create Corporate Bylaws
 

6Draft a Shareholder Agreement

7

Issue Shares of Stock

8
Apply for Necessary Business Permits of Licenses
 
9
File for EIN and Review Tax Requirements
 
10
Submit Your Corporation’s First Report

To officially form a corporation in Indiana, you’ll be required to file your Articles of Incorporation with the state government. This will allow the state to recognize your corporation officially. 

Follow the below 10 steps to form your new corporation in the Hoosier State:

Step 1: Name Your Corporation

Selecting a name may be the most enjoyable part of the corporation formation process. Deciding on the right name can also be tough, though, so we recommend taking any ideas you have and putting them on a list. Take time to consider which names work best for your brand. It’s also important when complying with state law to ensure no words in your name are derogatory or offensive. Be sure to have at least three options before moving to the next step.

You’ll need to add an official corporation designator to the end of your company name. This designator allows the Indiana government to quickly understand what type of business entity you are. Acceptable designators include: “Corporation,” “Limited,” “Company,” “Incorporated,” or any abbreviations of these four words. For instance, if you’ve chosen the name “Freedom Enterprises,” you’ll add a designator to make your official name “Freedom Enterprises, Inc.” or “Freedom Enterprises Company.” 

When you’re ready, it’s time to make sure the names on your list are unique and not taken by another Indiana corporation. To do this, you’ll run a quick business name search online through the Indiana Secretary of State website. Run each name through the search to determine if it’s available. If more than one name is available, decide on the best fit for your company (you can even ask shareholders to vote on this step). 

Now that you have your name, you can choose to reserve it to ensure no other company registers it before you. You can reserve your name online through the Secretary of State’s INBiz portal or via mail (you’ll still need an online account to gain access to the name reservation form). There’s a $20 filing fee for your name reservation, which holds your name for up to 120 days.

If filing via mail, send your form to:

Office of the Indiana Secretary of State
Business Services Division
302 W. Washington Street
Room E018
Indianapolis, IN 46204

If your corporation intends to conduct business under any name other than your official name (even if it’s an abbreviated form of your official name), you’ll want to secure a “doing business as” (DBA) name. In Indiana, this is called an “assumed name.” You can file for an assumed name online or via mail by filing a Certificate of Assumed Business Name (listed under Registered Assumed Business Name). There is a $30 filing fee.

Do an online search to make sure your desired business name isn’t trademarked on the state or federal level. If it’s not and you want to pursue your own trademark for your business name, you can do so at the state and federal levels. For federal registration, you’ll need to go to the U.S. Patent and Trademark Office’s (USPTO) website and follow instructions. For a state-level trademark, you can register one online via the Indiana Business Portal. There is a $10 filing fee, and this will secure your trademark for five years. It’s often easier and quicker to file at the state level, but you’ll receive broader protection by registering a trademark federally, which is useful if you plan on doing business outside of Indiana

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If your corporation will be doing business online or advertising your brand, you’ll most likely need to build a website. The first step in this process is registering a domain with your company name. To do this, search for the domain you’d like to register until you find one that’s available. From there, partner with a professional like ZenBusiness to register this domain on your behalf.

Step 2: Appoint Directors

All Indiana corporations must appoint at least one director for their company. Your corporation may have more than one director or an entire board of directors. Directors uphold the corporation’s bylaws and are required to serve to protect the corporation’s interests. Indiana does not have specific requirements regarding who can serve as a director. 

You’ll also want to appoint an incorporator to fill out and sign the Articles of Incorporation. The incorporator can also be a director but does not have to be.

Note that in Indiana, a corporation with fewer than 50 shareholders isn’t required to have a board of directors.

Step 3: Choose an Indiana Registered Agent

Like in every state, you’re required to choose a registered agent for your corporation in Indiana. Your company’s registered agent will serve on your behalf, acting as a third party to communicate and relay legal notices and important documents from the Secretary of State to your company. 

In Indiana, your registered agent must be over 18 years old, reside or conduct business in the state, and have an Indiana operating address that matches your corporation’s registered address. This address must be an Indiana street address, not a P.O. box. Your agent should also be available during normal working hours (Monday through Friday, 9 a.m. to 5 p.m.) at their operating office.

Some companies might choose to elect a registered agent from within the corporation (choosing a director or shareholder), which is perfectly legal. However, you should consider some of the serious drawbacks of this before selecting a registered agent from within your company.

They include:

  • Disclosing private information. If an internal party serves as your registered agent, some of their private information is legally required to be made public record.
  • Limited work hours and schedules. Since Indiana expects your registered agent to be at their operating address during normal working hours, acting as your own registered agent can leave you tied to your desk during this time frame, prohibiting you from setting your own schedule.
  • Being served in public. If your company is ever served legal paperwork like a summons or subpoena, these documents are delivered to your registered agent. If your agent is in-house, you run the risk of this event occurring in front of colleagues, potential clients, or investors, which could harm your business relationships.

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For these reasons, many corporations choose to select an outside party to serve as their registered agent. ZenBusiness can connect you with registered agent services, in addition to general and robust business formation services, to help you get your corporation set up quickly. Using an outside registered agent service in Indiana is particularly beneficial because it can ensure you follow the state law that requires corporations to keep certain documents at a corporation’s principal place of business.

Step 4: File the Indiana Articles of Incorporation

Next, you’re ready to submit your Indiana Articles of Incorporation. This form will officially register you with the state as a legally recognized corporation. You’ll need to file this form before you can start operating.

You can find the Articles of Incorporation form under Business Forms > For Profit Corporations (domestic). You can file this form online via INBiz or mail. To submit this form, you’ll need to provide the below information

  • Your corporation name. This is your official name with a designator, such as “Inc.”
  • Your primary operating address. This is the primary address where you conduct business (office or residence).
  • Your registered agent’s information. You should indicate whether they are a commercial agent and provide their full name and operating address, which must be located in Indiana.
  • Shares issued. You must detail the number of shares that will be issued for your corporation.
  • Your incorporator(s). Name and provide an address for all corporation incorporators. One incorporator must also sign.

You’ll need to pay a $100 fee when filing, which can be paid online or sent via mail. If mailing your form, send it to:

Office of the Indiana Secretary of State
Business Services Division
302 W. Washington Street
Room E018
Indianapolis, IN 46204

Step 5: Create Corporate Bylaws

Your corporation’s bylaws will detail your basic managerial structure, legal requirements, and operating parameters. In Indiana, you’re required to have a copy of your bylaws available at your primary business operating address, but this document does not have to be filed with the state. To set up your bylaws, you should hold an initial meeting with leadership (incorporators, shareholders, etc.) where bylaws are established and agreed upon. This document normally provides direction on:
  • Shareholder meetings (frequency and record-keeping)
  • Voting structures
  • Board of directors regulations
  • Leadership responsibilities
  • Stock shares

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If you need help creating your bylaws, ZenBusiness has you covered. We offer a professional, fully customizable corporation bylaw template as part of our business services package, starting at just $49 per year so that you can be sure the rules governing your corporation are thorough and comprehensive.

Step 6: Draft a Shareholder Agreement

Now, it’s time to create an official shareholder agreement, which is a contract formed between the company and its shareholders. This agreement will detail all of the responsibilities and regulations that shareholders must adhere to. Unlike your bylaws, this agreement is private and only accessible by shareholders.

It’s important to ensure your shareholder agreement aligns with your Articles of Incorporation and company bylaws. It may go into more detail than your bylaws on topics like stock, financial responsibilities, and voting structures. 

Each shareholder should agree to and sign this document.

Step 7: Issue Shares of Stock

Once your agreements are in place, you’re ready to begin issuing stock for your corporation. All Indiana corporations are required to issue shares of stock. When you filed your Articles of Incorporation, the number of shares was listed, so make sure when issuing stock shares that the amount issued does not exceed the number you filed.

When you are ready to issue stock, you’ll have to have a certain amount of capital or funding. This is essential to get your corporation formed. Once you know how much capital you’ll need to start your business, you can divide this amount among your company’s available number of shares.

Your corporation’s stock can be issued privately or publicly, but it can only be issued once and must be noted on your biennial reporting. If kept private, stock shares are usually dispersed among incorporators, shareholders, and directors. If open to the public, anyone on the marketplace can purchase shares of your corporation. 

When opening your stock shares to the public marketplace, you’ll be required by the U.S. Securities and Exchange Commission (SEC) to file quarterly statements. These reports will help the federal government better track your shares, offering them insight into when stock shares are being issued and who is purchasing them. This form can be found on the SEC website.

Step 8: Apply for Necessary Business Permits or Licenses

Now, you’ll want to secure any licenses or permits you may need to operate. While many states require a general business license for corporations, Indiana does not have a statewide general business license requirement. However, some counties and cities require a general business license to operate, so you’ll need to check with your local government.

Your line of business might also require you to apply for special licenses or permits. You can find state requirements on the Indiana Business Owner’s Guide webpage, under Specific Licensing and Permitting Issues. For state licensing applications and instructions, you can check here.

Unfortunately, there’s no one source to check to ensure your corporation has every federal, state, local, and industry-specific license it needs. You’ll have to conduct some thorough research or hire a service to do it for you.

Step 9: File for an EIN and Review Tax Requirements

One of the final steps you’ll take to set up your corporation is applying for an Employer Identification Number (EIN) online. An EIN works similarly to an individual’s Social Security number, allowing your business to open financial accounts, apply for financing, hire employees, and pay taxes.

To apply for an EIN, you’ll visit the Internal Revenue Service (IRS) online. The application is quick and free. You can find the online form here. After filing, you’ll receive your EIN, which will be ready to use.

Step 10: Submit Your Corporation’s First Report

To adhere to Indiana regulations, your corporation will need to file a biennial report. This report is due every two years during the month your business was formed. For instance, if you formed your corporation on March 1, 2020, you’ll be required to turn in your first biennial form in March of 2022. This report is also referred to as a Business Entity Report.

You can file this report online through your INBiz account or via mail. You’ll find this report and instructions on the Secretary of State’s Business Forms webpage, listed under Business Entity Reports. There is a $50 filing fee.

How much does it cost to start a corporation in Indiana?

The upfront administrative costs to set up a corporation in Indiana vary depending on a variety of factors. However, the baseline cost for forming your Indiana corporation is $100 (for your Articles of Incorporation).

Keep in mind that this does not include any additional expenses, like licenses or permits or the $50 biennial reporting fee.

However, you can prevent any headaches by teaming up with a professional business service like ZenBusiness. We can connect you with a registered agent, assist you with initial setup files and forms, and help you remain compliant with state laws.

Plans

1 All prices and services presented above were reviewed and verified as of 11/2/19.
2 The Starter plan is $49/year the first year and increases to $119/year after that
3 This chart does not include state fees because those will vary in each state.

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Let us take care of the unpleasant paperwork, allowing you to stay focused on your business’s future. With our business formation services, you won’t have to worry about mailing in documents: We’ll handle each step with the state, and let you know when your Corporation becomes official. Our work is quick and affordable, saving you a lot of headaches at an extremely low price.

What are the benefits of a corporation in Indiana?

When starting a business, there are various company types you might want to consider. Many who choose to form a corporation do so because of the personal protections and ability to increase revenue that this business type offers.

Here’s a quick look at some of the main benefits of forming a corporation:

  • Protection from personal liabilities. If your corporation gets into legal trouble, you’ll be relieved to know that this business type protects you from facing personal liabilities.
  • Official recognition. Small corporations often choose to incorporate due to the prestige it offers. By incorporating, clients might take you more seriously than they would have if you remained an independent contractor.
  • Stock shares. Corporations are required to issue shares of stock, which can help your company raise capital and better grow and expand in the future.
  • Global business options. Corporations can conduct business outside of the U.S., which can help you expand your services globally.

Here are a few disadvantages of forming a corporation to consider:

  • Double taxation. Corporations are taxed twice. Profits will first be taxed on corporate taxes and then again when shareholders report them on their personal taxes.
  • Strict reporting regulations. Corporations are required to keep precise records and minutes of shareholder meetings, as outlined by Indiana law. They also have more reporting requirements than other business types, such as filing quarterly stock reporting and biennial reports.
  • Rigid operational structure. In addition to strict reporting rules, corporations also have a very rigid company structure they must adhere to. Some of these requirements include issuing stock and appointing directors.

How is an Indiana corporation taxed?

When you register as a corporation in Indiana, you’re automatically registered as a C corporation. However, there are other corporation types you can choose, including S corporations and nonprofit corporations.

C corporations are taxed at both the corporate level and the individual level. If you’re a shareholder, this means that in addition to paying corporate taxes, you’ll also be responsible for reporting your earnings and paying taxes on them on your individual tax return.

S corporations are considered pass-through entities, which means they do not pay corporate taxes. Instead, the earnings “pass through” to incorporators and shareholders, who are responsible for paying taxes on them via personal tax returns. 

The other option to consider is a nonprofit corporation. While this business type requires you to adhere to nonprofit rules and guidelines, it also exempts you from paying corporate taxes. Employees of the company will still pay taxes on their salaries.

If your corporation collects sales tax, you’ll also be required to set up a sales tax account online with the Indiana Department of Revenue.

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Indiana Corporation FAQs

Does running a corporation in Indiana involve more paperwork than running other types of businesses?

Corporations typically have more reporting requirements than other company types, such as limited liability companies (LLCs), which involves more paperwork. Some examples include biennial reports, quarterly stock reports, and initial setup documents, such as the shareholder agreement and company bylaws.

What is the difference between an LLC and a corporation in Indiana?

LLCs and corporations are taxed and run differently in Indiana. An LLC is seen in Indiana as a pass-through entity, which exempts them from double taxation. LLCs typically have a more flexible business structure. 

Find out more about the differences between forming an LLC and a corporation here.

How do I change my corporation’s name in Indiana?

You can change your corporation’s name in Indiana by filing an amendment to your Articles of Incorporation. If you’re only going to be selling under a different name, you can register for an assumed business name.

How many people are needed to form a corporation in Indiana?

You’ll need an incorporator, one director, and a registered agent to form your Indiana corporation. These can all be the same person.

Can I form my Indiana corporation online?

You can form your corporation online through the Indiana INBiz portal. This guide walks you through all the steps to follow.

How do I dissolve my Indiana corporation?

You can dissolve your Indiana corporation by filing your Articles of Dissolution online or through the mail.

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