Out-of-State LLC Registration in Indiana

Indiana's rule is short: a foreign entity may not do business in the state until it registers (IC 23-0.5-5-2). The code never defines "doing business." It lists activities that do not count instead, in IC 23-0.5-5-5, and then adds that the list is not exhaustive. For an LLC there are eleven items on it:

• litigation of any kind, from defending a suit to mediation, arbitration, or a settlement;
• handling the company's internal affairs, meetings of members and managers among them;
• keeping accounts at financial institutions;
• maintaining an office or agency that transfers and records the company's own securities;
• selling through independent contractors;
• taking orders that need approval outside Indiana before they become contracts;
• lending money, borrowing, or granting and taking mortgages and security interests;
• collecting debts and enforcing mortgages or security interests;
• a single deal completed inside 30 days, outside any run of similar deals;
• holding property without doing more with it; and
• interstate commerce.

Holding an ownership or governing role in a foreign company that operates in Indiana does not by that fact alone make you a party to its registration duties. The section also leaves service of process, taxation, and other regulation untouched, and that last point has teeth: the state's tax page tells businesses with sales, labor, construction work, employees, rented property, or warehouses in Indiana to register with the Department of Revenue, whether or not they register with the Secretary of State.

Indiana uses one document for every foreign entity type, the Foreign Registration Statement, State Form 56369. It is filed with the Business Services Division of the Secretary of State, and the online route is INBiz, where you sign in with an Access Indiana account and choose "Register a Foreign Business." A paper copy can be mailed to the office at 302 West Washington Street in Indianapolis with a check or money order.

The fee depends on the route. Online through INBiz the state's schedule lists $105; on paper the form states $125. INBiz also adds a payment processing fee at checkout when you pay by card or e-check, a minimum of $1 and no more than 2.15%. Neither a processing time nor an expedite option is published for this filing, and we make no promise on speed.

The form asks for the exact legal name (or an alternate name, see below), the entity type and whether the LLC is manager-managed, the jurisdiction and date of formation, the entity's street address, and the registered agent. A remote-only business can tick a box saying that all work is done from a governing person's residence and that the address is only a contact address. The statement is signed subject to penalties of perjury, and no notary is involved.

Our own charge is $199, and the state's filing fee of $105 is added to it for a $304 total today.

The cover sheet of Form 56369 lists one requirement: a certificate of existence issued by the proper authority within the last sixty days. The statute (IC 23-0.5-5-3) describes a certificate of existence or similar document authenticated by whoever holds the entity's business records in the place it was organized. Indiana's help center says people usually call this a certificate of good standing.

Nothing else from the home state is requested, so there is no need to buy a certified copy of your formation documents. The home state sets the price. It issues the certificate, and you need it in hand when the registration is submitted. An older certificate than sixty days will be refused, so time the order close to the filing.

Indiana wants the phrase "limited liability company" or the abbreviation L.L.C. or LLC in an LLC's name (IC 23-0.5-3-2). The name also has to be distinguishable from existing Indiana entities, registered foreign entities, reserved names, and registered assumed names, and the comparison ignores entity-type words such as "LLC."

A name that fails the test blocks registration until the company picks an alternate name for use here. That name is entered in Article I of the same form, with no extra fee shown, and from then on the company operates in Indiana under it, or under an assumed name it is authorized to use. Reserving a name is separate: the reservation lasts 120 days, can be renewed, and costs $10 online.

Once registered, a foreign entity must name an Indiana agent and keep one on file at all times (IC 23-0.5-4-1). The permitted agents are an individual, a general partnership, a domestic filing entity, or a registered foreign entity. Where an address is needed, it has to be an Indiana street address, so a P.O. box is out. The help center states that a business cannot be its own registered agent.

Indiana handles commercial agents differently from most states: on the form, a commercial agent is named without an address. The form also lets you add an email address where the agent accepts electronic service, and it asks you to represent that the agent consented to the appointment. A change of agent after registration uses State Form 56367, and the code lists no fee for it.

Indiana does not charge a back fee or a per-year late fee, and nothing in the registration chapter creates a grace period. Its remedies are different. A foreign entity doing business here without registering cannot maintain an action or proceeding in Indiana until it registers (IC 23-0.5-5-2). The statute also sets a civil penalty of no more than $10,000 for transacting business without a certificate of authority, which the attorney general collects, and the attorney general may ask a court to stop the company from operating here at all (IC 23-0.5-5-14).

The ceiling is a maximum, not a schedule, and the code does not say how the amount is chosen. The rest of the picture is milder. Contracts made while unregistered stay valid, the company may still defend itself in court, and the liability shield of members and managers is not lost merely because the registration is missing. Registering promptly removes the risk of that penalty altogether.

Indiana asks registered foreign entities for a Business Entity Report every two years, not annually. The first is due two years after the registration, and later reports follow every other year in the month of your registration. The fee is $32 on INBiz and $50 on paper. The state publishes no late fee, which makes it easy to ignore, but the consequences are real: reminders go out 90 and 30 days ahead, and a business that stays silent receives past-due and pending-revocation notices and is eventually revoked. Reinstatement needs a tax clearance from the Department of Revenue, which the state says can take four to six weeks, and your name is protected for only 120 days.

Also keep the record accurate. Changing the name, the principal office address, or the agent information calls for an amendment on State Form 56365, $20 online or $30 on paper, and a missing agent or an unreported change of agent address is a revocation ground. Other state tax registrations can apply to your business.

Closing out the registration means State Form 56374, the Statement of Withdrawal of a Foreign Entity. It costs $30 on paper ($20 electronically), ends the registration, cancels the agent's authority, and supplies a mailing and email address for any later service of process.

Give us the details of the company you formed elsewhere and answer the checkout's questions. We then prepare State Form 56369 and submit it to the Indiana Secretary of State. For twelve months your Indiana registered agent carries no charge, after which the agent renews at $149 a year. Should a summons or notice arrive for the company, it is scanned and uploaded that same business day at no fee.

The amount due today buys the registration and that first agent year, and nothing beyond it. Preparing the Business Entity Report and making tax filings stay with you, and Mainstay files paperwork without practicing law.

Corporations can use the checkout too, since the same Foreign Registration Statement covers them. A corporation's figures come out identical to an LLC's, $304 today.