How to Start an Indiana Corporation — Step by Step

Your corporation's name has to be distinguishable from every other business already on record with the Indiana Secretary of State. "Distinguishable" is a legal test, not a casual one — a name that differs only by punctuation, spacing, or a filler word like "the" may still collide with an existing entity and get your Articles rejected.

Start with the Indiana business name search. Search your exact proposed name and near variations. If anything looks or reads too closely, choose a different name before you file rather than after.

Corporate naming rules

• The name must include a corporate indicator: "Corporation," "Incorporated," "Company," "Limited," or an abbreviation such as "Corp.," "Inc.," "Co.," or "Ltd."
• It must be distinguishable from all other entity names registered in Indiana.
• It cannot imply a purpose the corporation isn't authorized for, or falsely suggest a government affiliation.
• Certain regulated words — those implying banking, insurance, or trust services — may require approval from the relevant Indiana regulator.

Reserving a name

If you've settled on a name but aren't ready to file, you can reserve it with the Secretary of State to hold it for a set period. Reservation doesn't create the corporation; it simply prevents someone else from taking the name while you prepare. Most incorporators skip reservation and go straight to filing, since online processing is fast.

Before you file the Articles of Incorporation, you need a registered agent chosen and willing to serve, because the agent's name and Indiana street address must appear in the filing. The registered agent is the corporation's official contact for lawsuits, subpoenas, tax notices, and Secretary of State correspondence.

Indiana requires every corporation to maintain a registered agent with a physical Indiana street address for the entire life of the entity. The registered office must be staffed during ordinary business hours.

Who can serve

• Yourself: Permitted if you have a physical Indiana street address (not a P.O. box) and are available during business hours. Your address becomes part of the public record.
• Another individual: Any Indiana resident with an in-state street address — a co-founder, an employee, or an attorney.
• A commercial registered agent service: An Indiana-authorized firm that provides registered agent representation. It keeps a professional address in the public record instead of yours and guarantees someone is always available to accept documents.

Why the choice matters

Whatever address you list as the registered office becomes searchable in the public business database. Owners who work from home, travel often, or simply value privacy usually prefer a commercial service so a personal address never enters the record and no legal document is ever missed because no one was there to sign for it.

The Articles of Incorporation are what legally create your corporation. You file them online through the INBiz portal, operated by the Secretary of State's Business Services Division. Online filings are usually processed within about one business day and often the same day.

What the Articles include

• Corporate name: Your full legal name with the required corporate indicator.
• Principal office address: The corporation's main business address.
• Registered agent and registered office: The agent's name and physical Indiana street address — no P.O. boxes.
• Authorized shares: The total number of shares the corporation may issue. Indiana does not require a par value, and a modest round authorization is typical for a closely held company.
• Incorporator: The person forming and signing the Articles. The incorporator does not have to be an owner, director, or officer.

What you don't file

You do not submit your bylaws, your shareholder list, or ownership percentages to the state. The Articles are a short public formation document. The detailed governance — who owns what, how the board runs, how officers are chosen — lives in your bylaws and stock records, which stay private.

Filing the Articles creates the corporation's shell; the organizational meeting brings it to life. This is where the corporate structure that distinguishes an Inc. from an LLC actually gets built.

Adopt bylaws

Bylaws are the corporation's internal rulebook. They set how many directors serve, how the board and shareholders meet, how officers are elected and what authority they carry, how shares are issued and transferred, and how the fiscal year runs. Bylaws are never filed with the state, but they govern the company internally and are the first document banks and investors ask to see.

Appoint directors and officers

The initial directors are named in the Articles or appointed by the incorporator. The directors then appoint officers — commonly a president, a secretary, and a treasurer. Indiana lets one person hold every role, so a single-owner corporation is fully valid: you can be the sole shareholder, sole director, and every officer at once.

Document the organizational meeting

At the organizational meeting (which can be a written unanimous consent for a small company) the directors adopt the bylaws, elect officers, authorize opening a bank account, and issue the founding shares. Keep written minutes or a signed consent. This paperwork is a core corporate formality — it's what proves the corporation is a real, separately governed entity if the liability shield is ever challenged.

Stock is how corporate ownership is expressed, and issuing it is how you formally establish who owns the company. At the organizational meeting, the board issues shares from the authorized pool to the founding shareholders in exchange for their contributions — cash, property, or services.

What issuing stock involves

• Decide the split: How many shares each founder receives, which sets their ownership percentage of the issued shares.
• Record the issuance: Note it in the meeting minutes and record each holder in the corporation's stock ledger.
• Issue certificates or record book entries: Physical certificates are traditional; a clean ledger entry is increasingly common.

Even a one-person corporation should issue at least one share so ownership is documented on paper. Stock issuance is an internal act — you don't file it with the Secretary of State — but it's foundational, and it's what you'll rely on when adding investors, granting options, or selling the company.

An Employer Identification Number is a nine-digit federal tax ID issued free by the IRS. Every corporation needs one — it's the corporation's equivalent of a Social Security number, used on tax returns, bank accounts, and payroll.

Why a corporation always needs an EIN

• A corporation is a separate taxpayer and files its own federal return, which requires an EIN.
• Banks require an EIN to open a corporate account.
• You'll need it to run payroll, since officers who work in the business are generally treated as employees.
• An S-corporation election (Form 2553) references the corporation's EIN.

How to apply

Use the IRS EIN Assistant at IRS.gov to submit your application online. The application takes roughly ten minutes and the EIN is issued immediately, so you can use it the same day. Online applications require a US Social Security number or ITIN for the responsible party; applicants without one file Form SS-4 by fax or mail.

Keeping corporate and personal finances entirely separate is essential to preserving the liability shield. A corporation whose owner runs personal spending through the business account invites a court to disregard the structure.

What banks typically require

• Filed Articles of Incorporation
• IRS EIN confirmation
• Corporate bylaws and a resolution authorizing the account (from your organizational minutes)
• Government-issued ID for authorized signers

Ongoing obligations

• Business Entity Report: Indiana corporations file this every two years, not annually, in the anniversary month of incorporation. It updates the state's record of your registered agent, officers, and addresses.
• Registered agent: Keep it current; file a change promptly if the agent or address moves.
• Corporate formalities: Hold and document the required director and shareholder meetings, and keep the minute book and stock ledger up to date.
• Taxes: The corporation files its own federal return (Form 1120, or 1120-S if it elected S-corp status), and may owe Indiana corporate income tax and other state obligations depending on activity. Confirm specifics with a CPA.