To incorporate a business in Indiana, file Articles of Incorporation (State Form 4159) with the Secretary of State and pay $98 online through INBiz or $100 by mail. Electronic filings are usually processed within one business day, and Indiana doesn’t charge an expedited fee. Beyond that single filing, you’ll need a compliant corporate name, a registered agent with an Indiana street address, an organizational meeting to adopt bylaws and elect officers, and tax registrations at both the federal and state level.
Pick a Corporate Name That Will Clear
Your name has to be distinguishable from every other entity already on file with the Secretary of State. Differences in punctuation, typefaces, or filler words like “a,” “an,” or “the” don’t count as distinguishing.1Indiana General Assembly. Indiana Code 23-0.5-3-1 – Permitted Names; Falsely Implying Government Agency Status or Connection You can run a free name search through the INBiz portal before you commit.
The name must also include a corporate designator so the public sees that the business carries limited liability. Indiana accepts “Corporation,” “Incorporated,” “Company,” or “Limited,” and the abbreviations Corp., Inc., Co., or Ltd.2Indiana General Assembly. Indiana Code 23-0.5-3-2 – Required Words or Phrases
Not ready to file but want to protect a name? File an Application for Reservation (State Form 26233) and pay $20 to hold it for 120 days.3INBiz. Start a Business – Business Entity Attach the approved reservation to your Articles when you file.
Appoint a Registered Agent
Every Indiana corporation needs a registered agent to receive lawsuits, state notices, and official mail on the company’s behalf.4Indiana General Assembly. Indiana Code 23-0.5-4-3 – Designation of Registered Agent; Required Filings The agent can be an individual, a domestic business entity, or a registered foreign entity. Many incorporators name themselves. Commercial registered agent services typically run $99 to $300 per year, which some owners prefer so their home address stays off public records.
The agent’s address must be a physical Indiana street address. P.O. boxes don’t qualify.5Indiana General Assembly. Indiana Code 23-0.5-4-2 – Street Address If the corporation ever goes 60 days without a registered agent on file, the Secretary of State can begin administrative dissolution.6Indiana General Assembly. Indiana Code 23-1-46-1 – Grounds
Prepare the Articles of Incorporation
The Articles of Incorporation is the document that creates the corporation. Indiana uses State Form 4159, available for download or completion through INBiz.7IN.gov. Articles of Incorporation Domestic Corporation State Form 4159 Indiana Code 23-1-21-2 requires four pieces of information:8Indiana General Assembly. Indiana Code 23-1-21-2 – Articles of Incorporation; Contents
- The corporate name exactly as it will appear on state records, with its required designator, plus the street address of the principal office.
- The total number of authorized shares. If you want multiple classes of stock with different rights, describe those distinctions here.
- The name and Indiana street address of the registered agent.
- The full legal name and mailing address of each incorporator. This information becomes permanent and cannot be amended later.
You don’t have to state what the business does. Indiana law automatically authorizes every corporation to engage in any lawful business unless the articles narrow the purpose, and the standard form doesn’t require a purpose clause.9Indiana General Assembly. Indiana Code 23-1-22-1 – Purpose of Corporation; Law Governing Most incorporators leave it open.
File and Pay
Two filing options. Online through INBiz costs $98, which breaks down as a $95 filing fee plus a $3 service fee. Paper filing mailed to the Business Services Division costs $100.10Secretary of State. Business Forms There’s no separate expedited fee, because electronic filings are typically processed within one business day.11Secretary of State. Regulatory Analysis – Business Entity Bulk Data Fees Paper takes longer because of mailing and manual data entry.
Once the office approves the filing, you’ll get a stamped copy confirming the corporation legally exists. From that date forward, you can operate as a corporation.
Hold the Organizational Meeting
With the articles approved, the corporation holds an organizational meeting to set up its internal structure. If you named directors in the articles, those directors call the meeting. If you didn’t, the incorporators meet first to elect a board, and then the board completes the organization.12Indiana General Assembly. Indiana Code 23-1-21-5 – Organizational Meeting
Handle these items at the same meeting:
- Adopt bylaws covering meeting procedures, officer duties, voting rules, and the other internal mechanics of running the corporation.13Indiana General Assembly. Indiana Code 23-1-21-6 – Bylaws
- Elect officers. Indiana requires at least one; the bylaws decide the rest.14Indiana General Assembly. Indiana Code 23-1-36-1 – Officers; Election or Appointment
- Authorize the initial issuance of stock, including what shareholders must pay (cash, property, or services).
- Approve banking resolutions. Most banks will ask for one before letting named individuals open accounts and sign checks.
Keep detailed minutes. They become part of your permanent records and matter any time governance or ownership comes into question.
Get an EIN and Register for State Taxes
Every corporation needs a federal Employer Identification Number, even without employees. The IRS issues EINs for free and the online application returns a number immediately.15Internal Revenue Service. Employer Identification Number You can use it right away for most purposes, but allow up to two weeks before trying to e-file a return or make electronic tax deposits.
On the state side, register with the Indiana Department of Revenue using Form BT-1, the Business Tax Application. One form covers sales tax, withholding, and other obligations that may apply.16IN.gov. Business Tax Application Checklist for BT-1 You’ll need your Secretary of State control number, your EIN, and basic structural details about the corporation.
Indiana levies a corporate adjusted gross income tax of 4.9% on net income. To avoid that corporate-level tax and pass profits through to shareholders, you can elect S corporation status by filing IRS Form 2553 federally. Indiana recognizes the federal S election, but the corporation still has to file an annual state return (Form IT-20S) and include copies of federal Form 2553 and Form 1120S with its first state filing.17Legal Information Institute. 45 IAC 3.1-1-67 – Subchapter S Corporation Reports
Check Whether Your Industry Needs a License
Incorporating creates the legal entity. It does not give you permission to operate in a regulated industry. Indiana’s Professional Licensing Agency oversees dozens of professions, including accountants, real estate brokers, cosmetologists, pharmacists, and medical practitioners, each of which needs a separate state license before the business can begin serving clients. Check the agency’s professions directory to see whether your field is covered. Some businesses also need local permits or zoning approval from the city or county.
Keep the Corporation in Good Standing
Indiana requires every corporation to file a Business Entity Report every two years. The first one is due two years after the date of incorporation.18INBiz. Business Entity Reports Filing through INBiz costs $32 for a for-profit corporation; paper filing costs $50. The report updates the state on your current officers, directors, registered agent, and principal office address.
Missing the deadline is more than an administrative nuisance. If the report runs more than 60 days late, the Secretary of State can start administrative dissolution.6Indiana General Assembly. Indiana Code 23-1-46-1 – Grounds The same 60-day clock runs if the corporation loses its registered agent or fails to notify the state about a change to the registered office. The state sends warning before dissolving the entity, but reinstatement means a separate application and fee ($20 online or $30 by paper).19Indiana General Assembly. Indiana Code 23-1-18-3 – Fees A dissolved corporation loses its authority to transact business, which creates real problems with contracts, bank accounts, and lawsuits.
Indiana law also requires every corporation to keep certain records at its principal office, including current articles and bylaws, board resolutions setting share rights, shareholder meeting minutes and communications from the past three years, a current list of directors and officers, and the most recent biennial report.20Indiana General Assembly. Indiana Code 23-1-52-1 – Required Records Shareholders have the right to inspect them, and a corporation that can’t produce its own minutes on request tends to be treated accordingly in litigation.