Form an Indiana LLC
Let LegalZoom walk you through the process of becoming a limited liability company today. With our help, creating an LLC is clear, simple, and can be done online in three easy steps. Protect your personal assets, organize your business however you want, and get the fringe benefits of a legally established business entity.
When you form your Indiana LLC with LegalZoom, we prepare and file your articles of organization with the Business Services Division of the Indiana Secretary of State where the initial registered office of the company is located. We also conduct a name search for your Indiana LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Indiana LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Indiana Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company" or either of the following abbreviations: "L.L.C." or LLC.
May contain the name of a member or manager
Must be distinguishable from (not the same as or deceptively similar to) the name of any Indiana Limited Liability Company or other business entity reserved, registered, or organized under the laws of Indiana or qualified to transact business as a foreign LLC in Indiana.
May be indistinguishable from the name of another entity if either:
o The other domestic or foreign LLC or business entity files its written consent to the use of its name
o The applicant delivers a certified copy of a final court judgment from a circuit or superior court in the state of Indiana establishing the applicant's right to use the name applied for in Indiana
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Indiana Limited Liability Company before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Indiana LLC formation, articles of organization must be signed by at least one person and then filed with the Business Services Division of the Secretary of State. State law requires that certain information be included in the articles of organization of your Indiana Limited Liability Company. This information must include:
The company name
The street address of the LLC's registered office in Indiana
The name of the LLC's registered agent at that office
A statement on the LLC's duration, specifically whether the LLC is perpetual or for a set amount of time, including the latest date, if any, on which the LLC is to dissolve or a statement.
A statement as to whether the articles provide for a manager or managers
Any other provisions, not inconsistent with law, that the member elect to be set forth including any matters that are required to be or may be included in an operating agreement under this article
Filing: Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Business Services Division of the Secretary of State, and the Secretary of State finds that they are in compliance with state requirements. The document must be executed by at least one person, who need not be a member of the LLC at or after formation. The person executing the document must sign it and indicate his name and title (the capacity in which the person signs).
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, an Indiana LLC formation generally requires inclusion and/or consideration of the following:
Organizers: Any person or entity may form a LLC. The person or entity need not be a member of the LLC.
Minimum Number of Organizers: One or more persons or entities.
Eligibility:An organizer may be an individual, a corporation, a general or limited partnership, an association, a LLC, a foreign LLC, a business trust, or another legal or commercial entity.
Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC either (1) in the case of a person acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or (2) if the operating agreement does not provide in writing, upon the written consent of all members.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
For companies existing on or before June 30, 1999:
A member may withdraw by giving 30 days written notice, or other notice provided in the operating agreement, to the members unless a written operating agreement provides that a member does not have the power to withdraw by voluntary act from the LLC
If the withdrawal is a breach of the operating agreement, or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the LLC may recover damages for breach of the operating agreement, including the reasonable cost of obtaining the replacement of services that the withdrawn member was obligated to perform. The limited liability company may offset the damages against amounts otherwise distributable to the withdrawn member, in addition to pursuing any remedies provided for in the operating agreement or available under applicable law.
A withdrawal by a member before the expiration of the term is a breach of the operating agreement, unless otherwise provided in a written operating agreement, in the case of a LLC for a definite term or particular undertaking.
For companies formed after June 30, 1999:
A member may not withdraw from a LLC before the dissolution and winding up, unless otherwise provided in the operating agreement
A member may withdraw from a LLC only at the time or upon the occurrence of events specified in the operating agreement and in accordance with such operating agreement.
Contribution:The contributions of a member to the limited liability company may be in cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services that a person transfers to a LLC.
Registered Agent In Indiana
LegalZoom can also provide your business with a Registered Agent in Indiana. Every LLC in Indiana must have a registered agent -- the person or office which is designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in Indiana may be: (1) an individual who resides in Indiana and whose business office is identical with the registered office, (2) a domestic LLC, corporation, or nonprofit corporation whose business office is identical with the registered office, or (3) a foreign LLC, corporation, or nonprofit corporation authorized to transact business whose business office is identical with the registered office.
Registered Office: The registered office may be a place of its business located in Indiana
Indiana Secretary of State
Once an Indiana LLC has been created, the Indiana Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Indiana Secretary of State office.
Annual Report: Each LLC shall file a biennial report on or before the anniversary of its organization signed by a manager, member or agent that lists:
The LLC name
The address, not a post office box only, of its registered office
The name of it registered agent at that office
The address of its principal office.
Information in the biennial report must be current as of the date the biennial report is executed on behalf of the limited liability company.
The first biennial report is due and must be delivered in the second year following the calendar year and in the same month as the month in which the LLC was organized or authorized to transact business. Subsequent biennial reports must be delivered to the secretary of state during the same month every two (2) calendar years thereafter. The secretary of state may accept biennial reports during the two (2) months before the month the limited liability company's report is due.
Records:Each limited liability company shall keep following records open to inspection at its office:
A list with the full name and last known mailing address of each member and manager, if any, of the LLC from the date of organization.
A copy of the articles of organization and all amendments
Copies of the LLC's federal, state, and local income tax returns and financial statements, if any, for the three (3) most recent years, or if the returns and statements were not prepared, copies of the information and statements provided to or that should have been provided to the members to enable them to prepare their federal, state, and local tax returns for the same period.
Copies of any written operating agreements and all amendments and copies of any written operating agreements no longer in effect
Unless otherwise set forth in a written operating agreement, a writing setting out the following:
o The amount of cash, if any, and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which any additional contributions agreed to be made by each member are to be made
o The events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up
o Other writings, if any, required by the operating agreement.
Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:
For companies created on or before June 30, 1999:
At the time or upon the occurrence of events specified in writing in the articles or operating agreement
Written consent of all the members
The dissociation of a member, unless all remaining members consent to continue the business of the LLC within ninety (90) days after the dissociation or as otherwise provided in writing in the articles of organization or operating agreement
Entry of a judicial order
For LLC's formed after June 30, 1999:
At the time or upon the occurrence of events specified in writing in the articles or operating agreement
If there is one (1) class or group of members, written consent of two- thirds ( 2/3 ) in interest of the members or, if there is more than one (1) class or group of members, written consent of two-thirds ( 2/3 ) in interest of each class or group of members
Entry of a decree of judicial dissolution
The dissociation of the final member unless, under a provision in the operating agreement, not more than ninety (90) days after dissociation, the personal representative of the last remaining member agrees in writing: (1) to continue the business of the LLC and (2) to the admission of the personal representative or the personal representative's nominee or designee to the LLC as a member; effective as of the time of the event that caused the last remaining member to cease to be a member.
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Indiana is variable, depending on Indiana taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Indiana Secretary of State, along with the appropriate state filing fee. When appropriate, a check must accompany the document, payable to the Indiana Secretary of State, covering all charges for the State Secretary.