Indiana Corporation FAQ — Answers to Common Formation Questions

These are the questions people ask before and during the filing itself — what it takes to get a corporation on record with the state.

What do I actually file to create the corporation?

You file Articles of Incorporation with the Indiana Secretary of State's Business Services Division, submitted online through the INBiz portal. The Articles state your corporate name, principal office, registered agent and registered office, the number of authorized shares, and the incorporator. Once the state approves them, the corporation legally exists.

How long does approval take?

Online filings are usually processed in about one business day, and frequently the same day — Indiana's online system is among the faster ones. Mailed filings take considerably longer. For anyone on a timeline, online is the practical choice.

Do I have to live in Indiana to incorporate there?

No. There's no residency requirement for the incorporator, shareholders, directors, or officers. The only Indiana-presence requirement is the registered agent, who must have a physical in-state street address. Out-of-state owners routinely satisfy this with a commercial registered agent service.

Can one person form and own the whole corporation?

Yes. Indiana allows a single individual to be the sole shareholder, the only director, and every officer at once. You'll still adopt bylaws, hold an organizational meeting (documented as a written consent), and issue at least one share to yourself, but a one-person corporation is entirely valid.

A corporation has a defined internal structure, and understanding it clears up a lot of confusion — especially for owners coming from a sole proprietorship or an LLC.

Who owns and runs a corporation?

A corporation has three layers. Shareholders own the company through shares of stock. They elect a board of directors, which sets strategy and major policy. The board appoints officers — usually a president, secretary, and treasurer — who run daily operations. In a small company, one person can occupy all three layers, but the structure still exists.

What are bylaws, and do I file them?

Bylaws are the corporation's internal rulebook — how the board meets, how officers are elected, how shares are handled, how the fiscal year runs. You do not file bylaws with the state; they stay private. But you should adopt them, because they govern the company and banks and investors will ask to see them.

What's the difference between authorized and issued shares?

Authorized shares are the maximum the corporation may issue, as stated in your Articles. Issued shares are the ones actually given to shareholders. Companies typically authorize more than they issue up front, leaving room to add investors or grant equity later without amending the Articles.

What are corporate formalities and why do they matter?

Formalities are the recurring acts that keep a corporation genuinely separate from its owners: holding and documenting director and shareholder meetings, keeping a stock ledger, and maintaining a minute book. Respecting them is what preserves the liability shield if it's ever challenged in court.

Keeping a corporation in good standing is mostly a matter of a few recurring obligations. Here's what those are in Indiana.

How often do I file a report with the state?

Indiana corporations file a Business Entity Report every two years, not annually — this is unusual and worth remembering. The report is due in the anniversary month of incorporation and updates the state's record of your registered agent, officers, and addresses. It's filed through INBiz.

What happens if I miss the biennial report?

Indiana provides a grace period, but continued failure to file leads to administrative dissolution — the state shuts the corporation down. A dissolved corporation loses its good standing and its name protection, and it has to go through reinstatement to come back, which is more disruptive and expensive than filing on time.

Do I have to keep a registered agent forever?

Yes. A valid Indiana registered agent must be maintained for the entire life of the corporation. If the agent moves or resigns, file a change promptly. An outdated registered agent leaves the corporation non-compliant even when the report is current.

Tax treatment is where corporations differ most from LLCs, and where a quick conversation with a CPA usually pays off. Here's the general shape.

How is an Indiana corporation taxed?

By default, a corporation is a C-corporation: it files its own federal return (Form 1120) and pays corporate income tax, and shareholders are taxed again on dividends — the familiar "double taxation." A corporation can instead elect S-corporation status by filing Form 2553 with the IRS, which passes income through to shareholders' personal returns and avoids entity-level federal tax, subject to eligibility rules. Indiana also imposes state-level corporate tax obligations depending on the entity's structure and activity.

Should I elect S-corp status?

It depends on your income, ownership, and payroll picture, and it's a decision to make with an accountant. S-corp status can reduce self-employment tax exposure for a profitable owner-operated business, but it comes with eligibility limits (number and type of shareholders, one class of stock) and payroll requirements. Don't elect it blindly.

Do I need an EIN?

Yes — every corporation needs an Employer Identification Number from the IRS. It's the corporation's federal tax ID, required for its tax return, for opening a bank account, and for running payroll. It's free and can be obtained online in minutes.

A few closing questions about picking the corporate form and about what a filing service does versus what it doesn't.

Should I form a corporation or an LLC?

Choose a corporation if you plan to raise venture capital, issue stock options to employees, add many owners, or position the company for acquisition — investors expect the corporate structure. Choose an LLC if you want liability protection with far less administrative overhead and no board or stock to maintain. Both shield your personal assets when run properly; the difference is formality and how you plan to grow.

What does Mainstay Filing do, exactly?

We prepare and file your Articles of Incorporation through the Secretary of State, include registered agent service to keep your address private and your documents received, and track your biennial report so it doesn't lapse. We handle the state-facing paperwork correctly and on time.

What don't you do?

We're a filing service, not a law firm or a CPA firm. We don't give legal or tax advice, draft custom shareholder agreements, or design equity splits. For those, you need an attorney or accountant. Our job is making the state filings clean so the corporation exists and stays in good standing.