Registering a Foreign LLP in Indiana

Indiana's partnership act describes a foreign limited liability partnership as one formed under an agreement governed by another jurisdiction's law and registered as an LLP under that law (IC 23-4-1-2). The Uniform Business Organizations Code treats the LLP as an entity that registers to do business in Indiana, and the Secretary of State's Business Services Division takes the filing.

The rule that matters most to the partners is in IC 23-0.5-5-1. The law of the place where the LLP is registered governs the partners' liability for partnership debts, and a difference between that law and Indiana's is not a reason to refuse registration. Indiana's registration also gives the LLP no authority that an Indiana LLP would not have.

Registration comes first, under IC 23-0.5-5-2, and the code never says what "doing business" is. Section 5-5 lists instead what is not doing business, adding that the list may be incomplete. Eleven of its twelve entries can describe an LLP:

• Litigation, mediation or arbitration of any kind, or the settlement of a claim
• Partners' meetings and other internal affairs
• Maintaining accounts at banks and other financial institutions
• A transfer office, or trustees and depositories, for the LLP's own securities
• Selling through independent contractors
• Taking orders that are not binding until accepted out of state
• Lending money, taking mortgages and creating other security interests
• Pursuing delinquent accounts, foreclosing on collateral and managing property taken back
• An isolated transaction completed in less than 30 days and unrelated to a pattern of repeat deals
• Owning property, without more
• Interstate commerce

Offices, staff and property

A firm that merely owns property in Indiana is on the safe side of item ten. Indiana has no income-producing property rule for partnerships, so an LLP's interest in a building is not by itself a trigger. What tips the balance toward registering is operating here: an office, personnel based in the state, or services delivered to Indiana clients as a regular part of the practice. Under section 5-5(b), an individual partner is not doing business in Indiana solely because the LLP is. Taxes and service of process fall under other laws, so the list does not answer them. For a close call, an Indiana lawyer is the right adviser.

Indiana runs one form for every foreign entity, and an LLP marks the box labeled "Limited Liability Partnership" in Article II. The state fee on INBiz is $105. The paper form prints $125 and goes to the Business Services Division, Room E-018, 302 West Washington Street in Indianapolis. INBiz can add a payment-processing charge on top of the state fee.

The statement contains:

• The LLP's legal name, or an Indiana alternate name where the real one cannot be used
• The jurisdiction in which the LLP is registered and the formation date there
• A street address for the partnership, or the remote-work box accompanied by State Form 900382
• The registered agent and a confirmation that the agent consented
• A signature made under penalties of perjury

It does not request a list of partners, a statement of the firm's business, or a copy of the partnership agreement.

A certificate is required. Form 56369 opens with its single requirement: an existence certificate, issued by the right home-state office no more than sixty days earlier. IC 23-0.5-5-3(10) explains where it comes from, the official who holds the LLP's records in the state or country where it was organized, and it permits a similar document in place of a certificate of existence.

The state's FAQ notes the usual nickname, good standing certificate. The home state sets its fee, and the LLP places the order. Since the sixty days are measured back from the filing, a certificate ordered months ahead can expire before you use it. The amendment form carries the same requirement.

Indiana checks that the LLP's name is distinguishable from every name in the Secretary of State's records, whether domestic, foreign, reserved or assumed (IC 23-0.5-3-1). "LLP" and similar endings are not counted as distinguishing words. If the name is taken, the LLP registers with an alternate Indiana name, and it conducts its Indiana business under that name or a properly authorized assumed name (5-6).

Registered agent

Indiana requires a registered foreign entity to maintain an Indiana registered agent (IC 23-0.5-4-1). Eligible agents are individuals, general partnerships, entities organized in Indiana and foreign entities already registered here, so a company is eligible. It must be a street address inside Indiana. The state's FAQ rules out a P.O. box and says no business may serve as its own agent. A commercial agent appears on the form by name, with no address. A later change of agent goes on State Form 56367, and Indiana sets no fee for that statement.

The recurring filing is a Business Entity Report every two years. The first is due two years after registration, on the registration's month and day, and the state accepts it during the 90 days beforehand. An LLP reports its agent and its principal office street address. The fee is $32 through INBiz and $50 by mail. The state advertises that there is no late fee, but it sends reminders, then a past-due notice, then a pending revocation notice, and finally revokes the registration of a foreign business that does not respond.

• Changing details. A new name, jurisdiction, street address or agent requires an amendment (IC 23-0.5-5-4). The state's forms page lists State Form 56365 for other entities but shows no amendment form beneath the LLP heading, so confirm the right form with the Business Services Division. The statute sets $30 on paper and $20 electronically.
• Ending the registration. Use State Form 56374 ($30 on paper, $20 electronically). It states that the LLP is withdrawing, revokes the agent's authority and provides an address where later service can be made.
• Revocation. If the registration is revoked, the LLP can apply for reinstatement within five years, and the application must include a Department of Revenue certificate showing taxes are paid.

Indiana's statute lists what happens to an unregistered foreign LLP doing business in the state.

• Lawsuits. Pursuing a lawsuit or other proceeding in Indiana is off the table for the LLP until it registers.
• Contracts. The missing registration does not make its contracts or other acts invalid, and the LLP may defend itself.
• Partners. A partner's limit on liability is not waived solely because the LLP did business without registering.
• Civil penalty. Up to $10,000, which the attorney general is authorized to collect.
• Court order. The LLP's Indiana activity can also be enjoined if the attorney general sues.

Neither the registration chapter nor the fee chapter creates a late fee, per-day charge or back-fee bill.

LLPs are outside what Mainstay's qualification checkout covers, since that checkout serves only LLCs and for-profit corporations. The firm's own representative or attorney files Form 56369 with the state. Mainstay sells an Indiana registered agent at $149 a year, a rate that holds at renewal. Its Indiana street address is what the state's record will show for the LLP's agent, and it is the address to put on the statement.

Court papers served on the agent show up as a scan in your account the same business day, free. The first three state or agency letters of the year are scanned free as well. Where another agent is already registered, Mainstay does the change-of-agent filing, which costs nothing at the state. Mainstay is not a law firm. Read the Indiana registered agent page for the service details.