Benefits of a corporation
When you form a corporation, you establish limited liability, which means that the corporation’s shareholders do not have personal liability for the corporation’s debts and obligations. A corporation’s limited liability cannot shelter shareholders from liability for their own wrongdoing, but it may protect them from being personally liable if an employee or another shareholder is sued. There may also be other benefits, such as tax savings, from forming a corporation.
Requirements for incorporating in Indiana
Preparing your articles of incorporation
Your corporation’s existence begins when you file articles of incorporation with the Indiana Secretary of State, unless the articles specify a later date. To incorporate, you need to file the articles of incorporation and pay a fee. The articles must contain the following provisions:
- Name of the corporation
- Stock structure
- Registered agent Names and addresses of incorporators
Stock structure
A corporation can have different types of stock, called classes or series. These types of stocks can have different advantages, for example one can offer voting rights while another may not. Regarding stock structure, the articles must state the following:
- The articles of incorporation must list the total number of shares authorized.
- If there is more than one class of shares, the articles must list the number of shares in each class and provide a distinguishing designation for each class. Before shares of a class are issued, the articles must state the preferences, limitations and relative rights of that class.
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Naming your corporation
Before forming a corporation, you should investigate whether your proposed corporate name is available. You can search the availability of a business name on the Secretary of State’s website. You may reserve a name for 120 days by filing an application with the Secretary of State.
Your corporation name must meet the following requirements:
- The name must contain the words “corporation,” “incorporated,” “company” or “limited,” or the abbreviations “corp.,” “inc.,” “co.,” or “ltd.”
- Your corporation’s name must be distinguishable from other corporation names on record with the Secretary of State.
Specifying incorporators
An incorporator is responsible for signing and filing the articles of incorporation with the Secretary of State. Incorporators’ names and addresses must be listed in the articles of incorporation.
The following are requirements for specifying incorporators in the state of Indiana:
- Your corporation must have at least one incorporator.
- An incorporator must be a person.
- If the articles of incorporation do not name initial directors, the incorporators must hold an organizational meeting to elect directors. The incorporators then have no further duties.
Specifying directors
Corporate directors manage the corporation’s affairs and establish and implement corporate policies and strategies. Directors owe a fiduciary duty to the corporation, which means they must use good business judgment and place the corporation’s interests ahead of their own.
Indiana does not have specific eligibility requirements for directors, but eligibility requirements may be contained in the articles of incorporation or bylaws. Directors do not have to be shareholders or Indiana residents unless required by the articles or bylaws.
The following are guidelines for specifying your corporation’s directors:
- A corporation can have one or more directors.
- The number of directors should be stated in the articles of incorporation or bylaws.
Specifying a registered agent
A registered agent is responsible for receiving official correspondence and legal documents on behalf of the corporation. A registered office is the registered agent’s place of business.
The following are requirements for specifying a registered agent:
- The articles of incorporation must list a registered agent and a registered office.
- The registered office address must be a physical street address in Indiana.
- The registered agent may be a person who resides in Indiana or a corporation formed or authorized to do business in Indiana. The agent’s business address must be the same as the registered office address.
- A corporation cannot be its own registered agent.
Stating a corporate purpose
All Indiana corporations have a purpose of engaging in any lawful business. You are not required to state any additional purpose in the articles of incorporation.
Determining incorporation bylaws
A corporation’s bylaws describe its internal rules and operating procedures. Bylaws are not required for incorporation, but they must be adopted by the directors and kept at the corporation’s place of business.
Bylaws can contain any provisions for managing the business and regulating the affairs of the corporation. Typically, they include such provisions as the number of directors and officers, their duties and the manner in which shareholders’ meetings are called and conducted.
Bylaws must be consistent with the law and the articles of incorporation.
Costs of incorporating in Indiana
The Indiana Secretary of State requires a fee when filing articles of incorporation or reserving a corporation name. Corporations are also required to pay state and federal income taxes.
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