How to Form an Indiana Corporation

Step 3: Determine your stock structure

Indiana corporations must specify their stock structure in the articles of incorporation. A corporation can have different types of stock, called classes or series, with different rights and preferences, such as voting rights.

Here’s what you need to include in your articles:

• Total number of authorized shares: The maximum number of shares the corporation is able to issue.
• Par value of each share: The dollar value assigned to each share. Many corporations choose "no par value" for flexibility.
• Classes of stock: If there is more than one class of shares, list the different classes and what distinguishes them.  
• Rights and preferences: State the preferences, limitations, and relative rights of each class.

There are two main kinds of stock.

1. Common stock: Usually carries voting rights and provides dividends.
2. Preferred stock: May not have voting rights but has priority for dividends or liquidation proceeds.

Step 4: Prepare and file articles of incorporation

The articles of incorporation is the foundational document that creates your corporation under Indiana law. 

Here’s what you need to include:

• Name and address of the corporation
• Registered agent name and address
• Stock structure and authorized shares
• Names and addresses of incorporators (the person(s) responsible for signing and filing the articles of incorporation)

File online by creating an INBiz account or mail a paper copy with the filing fee to the Secretary of State. The filing fee is $98 online and $100 by mail. If everything checks out, the SOS will send you confirmation of your corporation’s existence. 

Step 5: Obtain state and federal tax IDs

Next, you’ll need to apply for an employer identification number (EIN). An EIN is a federal tax ID that your corporation requires in order to file federal taxes. It's also necessary for opening a business bank account, hiring employees, and obtaining certain licenses and permits.

You can apply for free online through the Internal Revenue Service (IRS) or have LegalZoom handle it for you. 

Depending on your business activities, you may also need to register with the Indiana Department of Revenue (DOR) for state taxes:

• Corporate income tax: 4.9%. S and C corporations report differently, so make sure you file the correct form for your business type. 
• Sales Tax: 7% for businesses that sell goods or tangible personal property.
• Withholding tax: For businesses that plan to hire employees or have nonresident shareholders. 

These are just the most common, but certain professions or business activities will require you to sign up for additional taxes—a CPA or tax advisor can help you know for sure. You can register for state taxes online through the Indiana DOR's online filing portal, INTIME.

Step 6: Open a corporate bank account

This step is helpful to maintain your limited liability status and protect your personal assets. A separate business bank account will also help ensure your business keeps proper financial records.

Here’s what you’ll generally need:

• Certificate of incorporation
• EIN
• Corporate bylaws
• Board resolution authorizing account opening
• Identification for authorized signers

Step 7: Hold an organizational meeting and adopt bylaws

To set up the formal structure of your corporation, hold a meeting to do the following:

• Elect directors (if not named in your articles)
• Appoint officers
• Adopt bylaws
• Issue initial stock certificates
• Authorize corporate bank accounts

A corporation’s bylaws describe its internal rules and operating procedures. You don’t need bylaws to incorporate, but Indiana law does require the initial incorporators or the board of directors to establish them once the corporation exists. 

Your bylaws can contain any provisions that address how to manage and regulate your corporation. But, those provisions can’t contradict your articles of incorporation or Indiana law. These are some common provisions to consider: 

• Number of directors and officers
• Duties and responsibilities of directors and officers
• Procedures for shareholder meetings
• Voting procedures and quorum requirements
• Stock transfer restrictions
• Amendment procedures
• Indemnification provisions

Indiana compliance requirements

In addition to keeping up with taxes and licenses, corporations need to file an Indiana business entity report (BER) to maintain compliance with the state. This is a biennial report that’s due every other year on the anniversary of incorporation. The purpose of the BER is to update the SOS on your business’ basic information. 

The filing fee depends on how you choose to submit your report. File online for $32 or mail your BER to the Secretary of State along with a $50 filing fee.

Start your Indiana corporation with LegalZoom

There's a reason more than 4 million businesses have chosen LegalZoom to help them get off the ground. Our incorporation service offers fast, easy, and affordable assistance with forming your Indiana corporation.

Here are some of the perks:

• Streamlined process. LegalZoom combines technology and experience to take the guesswork (and paperwork) out of business formation. Our online process can help you start your corporation in minutes.
• Expert support. All of our corporation formation packages include a meeting with a small business specialist and a consultation from 1-800Accountant.
• A full suite of services. Beyond just incorporation services, LegalZoom supports all your business filing needs. We provide year-round compliance management, bookkeeping tools, dedicated business attorneys, registered agent services, and trademark registration.

Indiana corporation FAQs

What do you need to include in Indiana articles of incorporation?

Indiana articles of incorporation must include the following information:

• Business name and principal address
• Registered agent name and registered office address
• Stock structure and number of authorized shares
• Incorporator names and addresses

How much does it cost to Incorporate in Indiana?

The cost to form and maintain an Indiana corporation varies based on several factors, including the location and nature of your business. That said, these are a few of the basic upfront costs.

Formation fees:

• Articles of incorporation: around $100
• Name reservation: $10 (optional)
• Registered agent costs: Varies (LegalZoom charges $249/year)

Ongoing costs:

• Business entity report: $32–$50 (due every two years)
• Corporate income tax: 4.9% 
• Business license fees: Varies by business type and location
• Sales tax: 7%

How long does it take to incorporate in Indiana?

Standard processing takes 5–7 business days. Expedited processing is available for an additional $50 fee and provides same-day processing for online filings received before 3:00 PM on business days.

Can I form a corporation online in Indiana?

Yes, Indiana offers online incorporation through the INBiz portal. You can also form your corporation using an online service like LegalZoom.

What is the difference between articles of incorporation and bylaws in Indiana?

You file articles of incorporation with the Secretary of State to legally create the corporation. In contrast, bylaws are the internal rules that govern how your corporation operates. You don’t need to file them with the state, but you do need to establish them.

Do I need an attorney to incorporate in Indiana?

It’s not a legal requirement, but consulting with an attorney experienced in Indiana business law can help ensure compliance and proper corporate structure. Many businesses successfully incorporate using online services or by self-filing.

Jane Haskins, Esq. contributed to this article.