Registering a Foreign Corporation in Indiana

In Indiana's Uniform Business Organizations Code, "foreign" just means governed by the law of a jurisdiction other than Indiana. A Nevada corporation, a Texas corporation and a Canadian corporation are all foreign here, and each registers through the same chapter (IC 23-0.5-5). The state's word for the step is registration, and a corporation that has finished it is called a "registered foreign entity."

The Business Services Division, an office within the Secretary of State in Indianapolis, takes the filing, and the online route is INBiz. Registration leaves your home charter where it is. Internal affairs and the shareholders' exposure to company debts continue to follow the law of the state of incorporation (section 1). Nor does registering widen your powers: Indiana will not let a foreign corporation do what an Indiana corporation could not.

Under IC 23-0.5-5-2, doing business in Indiana comes only after registration. The code leaves "doing business" undefined and instead names, in section 5-5, a set of activities that fall outside it, with the caveat that the set is open-ended. Twelve items appear there, and eleven of them reach a for-profit corporation:

• Litigation of any kind, including mediation, arbitration and settlement
• Internal affairs, such as board and shareholder meetings
• Keeping accounts at financial institutions
• Keeping a stock-transfer office for the corporation's own shares and bonds, or using trustees and depositories for them
• Selling through independent contractors
• Taking orders that only bind once someone outside Indiana approves them
• Lending, borrowing, and taking or granting mortgages and other security
• Pursuing unpaid debts, enforcing collateral, and looking after property recovered in the process
• A one-off deal completed within 30 days, with no pattern of repeats
• Owning property, without more
• Interstate commerce

Property and shareholders

Owning property without more is item ten. A corporation whose only tie to Indiana is a building or parcel it holds is therefore not doing business on that fact alone, and Indiana does not turn income-producing property into a trigger. An Indiana office, staff working here or steady local sales are another matter, and they push toward registering.

Merely being a shareholder, director or officer of a corporation that operates in Indiana does not count as doing business yourself (5-5(b)). Banks, insurers, credit unions, trust companies and the other "regulated entities" the statute names fall outside the registration rule entirely. The list also says nothing about which contacts let Indiana tax a corporation or serve it with a lawsuit. If your facts are close to the line, an Indiana lawyer can give you a firm answer.

This is the one foreign filing Indiana uses, whatever the entity type. A corporation ticks the box for "Corporation, including Benefit Corporation and Professional Corporation." On INBiz the state's fee is $105. The paper form prints $125, and a paper filing goes to the Business Services Division at 302 West Washington Street, Room E-018. For a mailed filing, enclose a check or money order whose payee line reads Secretary of State. INBiz may add its own payment charge at checkout, which is not part of the state's fee.

The statement asks for:

• The corporation's legal name, which must clear Indiana's name test, plus an alternate name for Indiana if it does not
• The jurisdiction of formation and the date of formation there
• A street address for the corporation, or a box saying the business runs remotely from a governing person's home and the address is only a contact address (State Form 900382 accompanies that box)
• The registered agent, with a box confirming that the agent consented
• The signer's name and title, executed under penalties of perjury

A professional corporation completes one extra section on the cover sheet, giving a shareholder's name, address, profession, Indiana license number and license status so the state can verify the license.

Indiana requires one. The first requirement on the form's cover sheet is a certificate of existence from the proper authority, dated within the preceding sixty days, and IC 23-0.5-5-3(10) backs it up in the statute: the certificate, or a similar document, must be authenticated by the officer who has custody of the corporation's records in the place it was organized. Indiana's help center notes that people commonly call this a certificate of good standing.

Your articles themselves are not part of the package, and no certified copy is requested. Pricing is the home state's call, and you place the order with that state. Because the 60 days are counted back from your filing, order the certificate shortly before you file. A fresh 60-day certificate is also needed if you later amend the registration.

A foreign registration needs a name that stands apart from every domestic filing entity, registered foreign entity, reserved name and registered assumed name in the Secretary of State's index (IC 23-0.5-3-1). Words like "Inc." and "Corporation" are ignored in that comparison, so adding one to a taken name accomplishes nothing. A corporation whose name fails the test needs an Indiana-only substitute name first, entered in Article I, and then it does business here under that name (5-6).

The agent

Every registered foreign corporation must keep a registered agent in Indiana (IC 23-0.5-4-1). Individuals, general partnerships, Indiana filing entities and other foreign entities registered here can fill the role, so a company can serve. Only an Indiana street address works, and a P.O. box is refused. The corporation itself cannot fill the role. A commercial registered agent is entered on the form by name only, without an address, and the form asks the corporation to represent that the agent agreed to the appointment. If the agent changes after registration, a Statement of Change of Registered Agent, State Form 56367, is filed, and the code sets no fee for it.

A registered corporation files a Business Entity Report every other year, not annually. The first falls two years after registration, with later ones in the same month and day. The report gives the agent, the principal office street address, and the names and business addresses of the directors, the secretary and the highest executive officer. INBiz charges $32 for a for-profit business, or $50 on paper. Indiana says it has no late fees, but it emails reminders 90 and 30 days ahead, sends a past-due notice and then a pending revocation notice, and revokes a foreign business that stays silent.

A revoked corporation may carry on business only to apply for reinstatement. Getting back in requires a Department of Revenue tax clearance, which the state warns can run four to six weeks, and the corporation's name stays protected for just 120 days after revocation.

• Amendments. A change of name, jurisdiction of formation, street address or agent information is reported on State Form 56365 (IC 23-0.5-5-4), at $30 on paper or $20 electronically, again with a fresh certificate of existence.
• Withdrawal. To end the registration, file State Form 56374, $30 on paper or $20 electronically. It withdraws the registration, revokes the agent's appointment and gives the state a place to send later lawsuits.
• Taxes. Tax permits come from the Department of Revenue and are a separate matter.

Indiana's remedies sit in IC 23-0.5-5-2 and 5-14.

• No suing. A corporation doing business in Indiana cannot maintain a lawsuit or other proceeding here until it is registered.
• Contracts survive. The missing registration does not invalidate the corporation's contracts or acts, and it can still defend a case brought against it.
• Shareholders keep their shield. Their limit on liability is not waived merely because the corporation operated unregistered.
• A penalty. The corporation can owe a penalty of no more than $10,000, which the attorney general collects.
• An injunction. The attorney general may also seek a court order barring the corporation from doing business in Indiana.

The chapter sets no late fee and no back fees, so waiting does not build up a bill. The risks are the closed courthouse door and the penalty.

Mainstay's service for an out-of-state corporation handles the Indiana filing. It prepares State Form 56369, submits it to the state, and lists an Indiana registered agent on it. The first year of agent service costs nothing extra, and renewal is $149 a year. You supply the corporation's details, including the home-state certificate of existence, which Mainstay does not order for you. Business Entity Reports and tax filings stay with you.

The Indiana foreign qualification page shows the checkout lines and today's total, and the Indiana registered agent page covers that service separately. Mainstay is not a law firm, so a borderline case should go to an Indiana attorney.