How to Incorporate in Indiana

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Indiana".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Indiana".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:

Indiana Secretary of State - Business Services Online search

Name Reservation:

Optional

Suffix:

Must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language IC §23-1-23-1

Identify the corporation’s Indiana registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

File the articles of incorporation to create your corporation.

Your corporation must keep correct and complete books and records.

A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
IC §23-1-52

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation (IC §23-1-21-6). You will review and ratify the bylaws at your first board of directors meeting.

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

Hold the organizational meeting of the incorporators or initial directors in compliance with IC §23-1-21-5. The meeting may held in or out of Indiana. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:

Internal Revenue Service
http://www.irs.gov/

Form:

IRS Form SS-4

Guidance:

IRS Pub 1635: Understanding Your EIN

Filing Method:

Mail, phone, fax, or apply online with the IRS

Fee:

$0

Turnaround:

Immediately online

Notes:

The IRS website is only available during certain hours. Print your EIN before closing your session.

Indiana offers a consolidated state tax registration:

Submit to:

Indiana Department of Revenue
http://www.in.gov/dor/

Filing method:

Form BT-1: Indiana Business Tax Application (online)

Guidance:

Indiana Department of Revenue - Register a New Business webpage

Fee:

$0. The state fee for a sales tax license is $25.

Turnaround:

The Indiana Department of Revenue will send you an email, with the status of your application, 48-72 hours after submission. If the application has successfully been submitted, you will receive your taxpayer identification number (TID). If there are any outstanding issues with the application, you will be asked to contact the Department.

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

• C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
• S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

You must file federal and state tax returns. You must also file:

• Indiana corporations are required to file an Indiana Annual Report.