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When incorporating in Indiana with LegalZoom, we not only file your articles of incorporation with the Indiana Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Indiana corporation.
Indiana Incorporation Information
Incorporating in Indiana
Registering a Corporate Name:
Choosing a business name is one of the first steps in forming your Indiana Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Indiana business entity and any reserved names on record, subject to certain exceptions under state law
- May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by state law and its articles of incorporation
- May contain the word "bank" or "banks" for a bank holding company so long as it does not imply that it offers the same services as a bank or trust company.
In addition, the name must contain one of (or an abbreviation of) the following endings, or words or abbreviations of like import in another language:
When incorporating in Indiana, articles of incorporation must be filed with the Indiana Secretary of State. Indiana law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
Corporate Purpose(s): Indiana allows a corporation to be formed for any lawful business activity
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: None.
- Duties: Signing and having delivered for filing the articles of incorporation to the Secretary of State.
- Listing Requirements - The name and address of each incorporator must be listed in the articles.
- Minimum Number of Directors: One or more.
- Eligibility Requirements –The articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Names of directors are not required in the articles when incorporating in Indiana
- The number of shares that the corporation is authorized to issue must be stated in the articles.
Indiana permits optional provisions to be integrated into the articles of incorporation, such as:
- The names and addresses of the initial directors.
- The specific corporate purpose(s).
- Regulating the powers of the corporation, its board of directors, and shareholders.
- A par value for authorized shares or classes of shares.
- Personal liability of shareholders for corporate debts in certain situations.
Bylaws govern an Indiana corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders.
The bylaws may prescribe qualifications for directors that are not inconsistent with the articles of incorporation.
Officers may be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. Additionally, at least one officer is responsible for preparing and maintaining minutes of director and shareholder meetings and for authenticating records. Any officer may hold more than one office in the corporation.
Every Indiana corporation must have a registered agent in Indiana-- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Registered office: Indiana requires that every corporation maintain a registered office
- Eligibility Requirements - The registered agent must be either (1) a resident individual of this state whose business office is the same as the registered office or (2) a corporation with authority to transact business in this state whose business office is the same as the registered office.
Under Indiana law, a professional corporation is formed in order to render services within one specific profession. Professional corporations generally may not offer any other unrelated services and must comply with particular conventions in its choice of corporate name.
A report must be filed with the Indiana Secretary of State every two years, except for the first calendar year of incorporation. This report must be filed every other year before the end of the month in which the corporation was originally incorporated or authorized to transact business, and must indicate:
- The corporation's name and its state or country of incorporation;
- The address of its registered office and the name of its registered agent at that office in this state;
- The address of its principal office; and
- The names and business addresses of its directors, secretary and highest executive officer.
The board must also report certain information related to director indemnification and expenses, as well as future promises or promissory note issuance, to all shareholders with or before notice of the next shareholders' meeting.
Income Tax Rate:
For information on the Indiana state income tax rate, visit: http://www.in.gov/dor/
The Indiana Secretary of State collects a fee of $90 when you incorporate in Indiana.