Taking a foreign LLC through Indiana registration

Indiana's foreign entity rules are in IC 23-0.5-5, part of the Indiana Business Entity Code that took its present form in 2017. They make registration a precondition to doing business here, close Indiana's courts to an unregistered entity that sues, and attach a civil penalty to working here without authority (IC 23-0.5-5-2(a)). To register, a foreign entity delivers a foreign registration statement. By the statute the statement carries the entity's name (and an alternate name if its own does not comply), its type, jurisdiction and date of formation, the street address of its principal office, the registered agent information, and a certificate of existence authenticated by the official who keeps its business records (IC 23-0.5-5-3).

The statement must give the entity's name. Indiana has a rule for names that do not meet its standards: an entity whose name does not meet Indiana's name rules cannot register until it adopts an alternate name for doing business in Indiana, and after registering it does business under that name or one it is authorized to use as an assumed name (IC 23-0.5-5-6). A later name change has the same effect, since a registered entity that changes to a noncomplying name cannot do business in Indiana until it amends its registration to adopt an alternate name. Copy the name from the certificate, and check it against the Indiana business search before filing.

Every registered foreign entity needs an agent at a street address in Indiana. Who can serve and how consent works are on the registered agent page. Choose someone who will be at the address during the working day, and get a yes before you list them. The entity also has to nominate a contact person, an officer, director or employee, and keep that person's details current with the agent. In a lawsuit, a plaintiff serves the registered agent first, then tries certified mail to the principal office, and only then asks the Secretary of State.

The Secretary of State calls online filing through INBiz the lowest-cost, easiest and quickest way, although paper filings are still accepted. Online costs $105 and paper $125. INBiz takes cards, Apple Pay and Google Pay. The do-it-yourself page shows how to file it on INBiz.

An amendment is due when the name, the jurisdiction, a required address or the agent information changes (IC 23-0.5-5-4). It costs $20 online or $30 otherwise. A change of agent alone needs only a statement of change, which has no fee. A registered entity that merges into another foreign entity files a notice of merger or conversion, and the registration carries over.

An Ohio LLC wins a contract to maintain commercial properties in Fort Wayne. It decides the work will go on for more than a few weeks, so it checks the activities list and concludes it must register. It asks Ohio for a certificate, names a Fort Wayne firm as agent, and gathers its formation date and principal office. A week later it files on INBiz for $105. It calendars the month its first entity report falls due and the $31 that goes with it.

Three clocks run in a registration, and they do not line up. The certificate's window is 60 days from its issue date. The agent's name or address must be reported within thirty days of changing. And the entity report cycle runs on the entity's anniversary month, for a for-profit entity every second year. Write all three down at the outset.

Registration with the Secretary of State does not cover Indiana taxes, licenses or local permits. Reinstating a registration after revocation requires, among other things, a certificate from the Department of Revenue that taxes are paid, which shows how closely the two are linked. Corporations use the same statement; see the corporation page.

Indiana's fees chapter sets $75 for an electronic foreign registration statement by a for-profit entity. A rule in the Administrative Code then adds an enhanced access fee of $30 to an electronic statement, which explains why the online total is $105 and not $75. The enhanced fee is stated for the registration statement. For an amendment or a withdrawal the statute lists $20 online, and we confirm the current total when we file.

Fix an error by amendment, not by filing a second statement. The Code requires an amendment when the name, the jurisdiction, a required address or the agent information changes, and it is the right tool for a mistake as well. Filing fees are not refunded when a record is withdrawn or corrected, so a careful read before submitting is cheaper than a correction afterwards.

Three things sit outside the statement: finding and confirming the agent, getting the home-state certificate, and the registration posting after you file. If you need to be registered by a contract start date, begin the agent search and the certificate request on the same day, and tell us the date when you order.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.