Indiana Foreign Registration / Delaware LLCs here
A Delaware LLC that needs to register in Indiana
Of the three Delaware charges that matter in Indiana, two come early. The LLC pays Delaware $50 for a good standing certificate, then pays Indiana $105 online to register. The third is the recurring one: Delaware's $400 tax, due June 1 each year, which Indiana neither changes nor replaces. In the first year those add up to $555.
Delaware beside Indiana
| Point | Delaware | Indiana |
|---|---|---|
| Entry step | None; the LLC is already formed | Foreign Registration Statement, $105 online |
| Good standing proof | Short-form certificate, $50 | Must be issued within 60 days of filing |
| Yearly charge | $400 tax by June 1 | Report every second year, $31 |
| If you fall behind | $200 added to the tax | Revocation after notice |
| Agent | A Delaware address | A street address in Indiana |
Getting the certificate out of Delaware
The Delaware Division of Corporations issues it, and the short form costs $50. Delaware will not issue one to an LLC whose annual tax is outstanding, so the tax has to be paid before the request. The certificate's issue date starts Indiana's 60 day clock, so request it when the rest of the statement is nearly done.
Putting Delaware facts into the Indiana statement
The Indiana statement asks for the entity's name, type, jurisdiction and date of formation, principal office and agent. For a Delaware LLC that means copying the name and the formation date from the certificate, naming Delaware as the jurisdiction, and entering the place the company really works as the principal office. Indiana wants its own agent with a street address here, since the Delaware agent cannot be carried across. If the operating agreement provides for managers, the statement says so.
A tax in one state, a short report in the other
Delaware collects a payment every year to keep the LLC in good standing. Indiana's business entity report, $31 online, comes only every second year and keeps the entity's details current. A company that tracks the Delaware date but ignores Indiana's can find its Indiana registration revoked after notice, so put both on one calendar.
Owners and holding companies
Holding an interest in a Delaware LLC that works in Indiana does not by itself make the owner a business operating here. The LLC registers if it does business in the state. A Delaware parent that merely owns an Indiana subsidiary does not register, and an Indiana-formed subsidiary needs no foreign registration.
When the Delaware name changes
A new Delaware name means an amendment to the Indiana registration, at $20 online at the statutory rate or $30 otherwise. If the new name does not meet Indiana's rules it must adopt an alternate name, and the entity may not do business under the noncomplying name until it does.
The first year, added up
$50 for the Delaware certificate, $105 to Indiana and $400 to Delaware come to $555, before our charge and any paid agent. Delaware's tax is nearly three-quarters of that figure, and it falls due whether or not the company ever works in Indiana. The Indiana part is one registration and one small report every other year.
A Delaware LLC in Fort Wayne
Consider a Delaware LLC that leases equipment to Fort Wayne contractors. In the spring it pays its Delaware tax, orders the certificate, lines up a local firm as agent and files on INBiz. The following spring it pays Delaware again, and Indiana asks for nothing. Two years after registering, its first Indiana report comes due at $31. Its Indiana relationship costs far less than its Delaware one.
Time and money you can plan around
The two fixed outlays are the certificate and the registration, $50 and $105. The only one that recurs every year is Delaware's tax. A company that budgets $400 a year for Delaware and sets aside $31 for every second year in Indiana will not be surprised by either.
Reading the file once more before sending
- The name in the statement matches the Delaware certificate to the comma.
- The Delaware tax is paid and the certificate shows good standing.
- The agent has an Indiana street address and has agreed to act.
- The statement says whether the operating agreement provides for managers.
- The certificate is still inside the sixty-day window.
Those are the five items to read before the statement goes in.
Registering a Delaware LLC in Indiana
Clear the Delaware tax
An LLC that owes it cannot get the certificate.
Request the certificate
Short form at $50, timed for the filing.
Name an Indiana agent
Someone based at an Indiana street address.
Complete the statement
Delaware name, formation date and managers.
File on INBiz
$105.
Diary both calendars
Delaware June 1 and Indiana's report month.
Delaware questions
Will Indiana take a Delaware certificate printed online?
The statute wants a document that Delaware's records keeper has authenticated. Tell us which certificate you hold and we check it before we file.
Does an Indiana registration alter my Delaware tax?
No. You still owe Delaware $400 by June 1.
Is the Indiana report yearly?
Not for a for-profit entity. It falls every other year.
Our charge and Indiana's
Register in Indiana
- The Foreign Registration Statement (State Form 56369), completed from your answers
- A check that your home-state certificate falls inside Indiana's window before the filing goes in
- An Indiana registered agent: ours, or the one you use now
- The filing sent to the state and the registration record returned to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ $105 Indiana fee, filed online
Register in IndianaThe state fee is its own line at checkout. Indiana prices a paper filing higher than an online one. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Indiana Code, Title 23, Article 0.5 (Uniform Business Organizations Code)
- Indiana Administrative Code, Title 75, Article 8, business entity filing governance
- Indiana State Form 56369, Foreign Registration Statement
- Indiana Secretary of State, Business Entity Reports
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Indiana Code 23-0.5-5, foreign entities
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Indiana Code 23-0.5-9, fees
Ready to register in Indiana?
Tell us where the company was formed and we take it from there.