Indiana Articles of Incorporation
Indiana articles of incorporation form a corporation by filing with the Secretary of State for $95 online, setting the name, agent, and shares. Attorney review available.
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Introduction
In Indiana you report to the state only every two years through the Business Entity Report, and the corporation that report keeps current is created as a separate legal entity when you file Articles of Incorporation with the Secretary of State's Business Services Division through INBiz. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the debts of the business. Indiana law requires the articles to set forth the corporation name, the number of shares the corporation is authorized to issue, the street address of the initial registered office and the name of the initial registered agent at that office, and the name and address of each incorporator (IC 23-1-21-2). The filing fee paid to the Secretary of State is $95 when filed online through INBiz, or $100 by paper. Indiana does not impose a corporate franchise tax on general for-profit corporations; a separate Financial Institutions Tax applies only to banks and similar entities. After formation, the corporation must file a Business Entity Report with the Secretary of State every two years, with a $32 fee online or $50 by paper, due in the anniversary month of formation (IC 23-0.5-2-13). DocDraft builds your Indiana articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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Indiana files corporations through the Secretary of State's Business Services Division on INBiz, where submitting the Articles of Incorporation brings the corporation into existence as a separate legal entity.
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You file the articles with the Indiana Secretary of State and pay a $95 fee when filing online through INBiz, or $100 by paper. The Secretary of State is the filing office for forming an Indiana corporation.
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Indiana requires the articles to set forth the corporation name, the number of shares the corporation is authorized to issue, the initial registered office and registered agent, and the name and address of each incorporator (IC 23-1-21-2).
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The registered agent named in the articles must have a physical Indiana street address and agree to accept legal papers for the corporation. The corporation must keep a registered agent on file at all times (IC 23-0.5-4-1).
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Indiana does not impose a corporate franchise tax on general for-profit corporations. A separate Financial Institutions Tax applies only to banks and similar financial institutions.
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After formation, the corporation must file a Business Entity Report with the Secretary of State every two years (biennially), with a $32 fee online or $50 by paper, due in the anniversary month of formation (IC 23-0.5-2-13).
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Articles of incorporation form a corporation. To form an Indiana limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Indiana, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Indiana Requirements for Articles of Incorporation
An Indiana for-profit corporation is formed by filing Articles of Incorporation with the Indiana Secretary of State, Business Services Division, through INBiz. The filing fee is $95 online or $100 by paper. The corporation legally exists once the Secretary of State files the articles.
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entities on file with the Indiana Secretary of State (IC 23-1-21-2).
The articles must state the number of shares the corporation is authorized to issue. If more than one class or series is authorized, the articles state the designation and number of each class or series (IC 23-1-21-2).
The articles must state the street address of the initial registered office in Indiana and the name of the initial registered agent at that office, and the corporation must maintain a registered agent at all times (IC 23-1-21-2, 23-0.5-4-1).
The articles must state the name and address of each incorporator, and the incorporators sign the articles. An incorporator does not have to be an owner, director, or officer of the corporation (IC 23-1-21-2).
After formation the corporation must file a Business Entity Report with the Secretary of State every two years, with a $32 fee online or $50 by paper, due in the anniversary month of formation (IC 23-0.5-2-13). Missing it can lead to administrative dissolution.
Indiana does not impose a corporate franchise tax on general for-profit corporations. A separate Financial Institutions Tax applies only to banks and similar entities, and general corporations are subject to Indiana corporate income tax instead.
Articles of incorporation form a corporation. To form an Indiana limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Indiana, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the debts of the business. A for-profit corporation is formed by filing Articles of Incorporation with the Business Services Division, which sets out the corporation name, the shares it is authorized to issue, its registered office and registered agent, and the incorporators (IC 23-1-21-2).
In Indiana, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Indiana Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of Indiana law. Choose the one that matches the entity you want.
You file the Articles of Incorporation with the Indiana Secretary of State, Business Services Division, and the filing fee is $95 when filed online through the INBiz portal, or $100 by paper. Filing online through INBiz is the lower-cost and faster option. Once the Secretary of State files the articles, the corporation legally exists in Indiana.
Indiana requires the articles to set forth the corporation name, which must be distinguishable and use a corporate designator; the number of shares the corporation is authorized to issue; the street address of the initial registered office in Indiana and the name of the initial registered agent at that office; and the name and address of each incorporator (IC 23-1-21-2). The incorporators sign the articles.
The registered agent named in Indiana articles of incorporation must have a physical Indiana street address, not just a post office box, and agree to accept legal papers for the corporation. The agent can be an individual who resides in Indiana or a company authorized to do business in Indiana. An Indiana corporation must designate and maintain a registered agent in the state at all times (IC 23-0.5-4-1).
Indiana does not impose a corporate franchise tax on general for-profit corporations, so there is no annual franchise-tax bill like some states charge. A separate Financial Institutions Tax applies only to banks and similar financial institutions, and general corporations are instead subject to Indiana corporate income tax. This is a tax rule, not legal advice, so confirm your obligations with the Indiana Department of Revenue.
The Indiana Business Entity Report is a filing that updates the Secretary of State on the corporation officers, directors, principal office, and registered agent. An Indiana corporation must file it every two years (biennially), with a $32 fee online through INBiz or $50 by paper, due in the anniversary month of formation (IC 23-0.5-2-13). Filing on time keeps the corporation in good standing; missing it can lead to administrative dissolution.
In Indiana, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Indiana articles to exist as a corporation and the bylaws to govern it day to day.