Indiana Foreign Registration / Not registering
What not registering costs a foreign LLC in Indiana
Indiana's Code puts a $10,000 ceiling on the civil penalty for working here with no certificate of authority, and it is the Attorney General who collects it. The unregistered entity also cannot start or keep up a lawsuit, and the Attorney General may go to court for an injunction. Registering costs $105 online.
What the Code provides
A civil penalty. Capped at $10,000 for working in Indiana with no certificate of authority, and collectable by the Attorney General (IC 23-0.5-5-2(f)). No lawsuits of its own. A foreign entity doing business in Indiana cannot keep an action or proceeding going unless it is registered (IC 23-0.5-5-2(b)). Contracts and defense. Registering late or never leaves existing contracts in force, and the entity may still defend itself if sued (IC 23-0.5-5-2(c)). Owners' protection. An owner's or governing person's limit on liability is not waived solely because the entity operated unregistered (IC 23-0.5-5-2(d)). Injunction. The Attorney General may petition a court to restrain an entity operating in breach of the article (IC 23-0.5-5-14).
How firm is the dollar figure?
The statute says "not more than" $10,000, which leaves the actual sum to whoever enforces it. How the amount is chosen, whether it is assessed once or repeatedly, and how a late registration bears on it are the open points listed below.
The consequence that arrives first
A contractor needing to sue for payment, a seller chasing an old invoice or a landlord facing a tenant who will not leave will each find that an Indiana court does not take a claim they bring while the company is unregistered. Register before the dispute, not after it.
A worked example
A Michigan LLC has run a landscaping crew in South Bend for three years without registering. A customer will not pay a large bill and the LLC decides to take the customer to court. The court will not hear it. It files the statement with a fresh Michigan certificate and pays $105 online. What the three earlier years mean for the civil penalty is one of the open points below.
The two positions side by side
| Matter | Unregistered | Registered |
|---|---|---|
| Bringing a lawsuit in Indiana | Barred while it does business here | Allowed |
| Answering a lawsuit | Allowed | Allowed |
| Contracts already signed | Remain in force | In force |
| Civil penalty | Up to $10,000 | Not applicable |
| Injunction against operating | The Attorney General may seek one | Not applicable |
| Entity report | None yet | $31 online, every second year |
Revocation is a separate danger
A registered entity that neglects its registration faces a different risk, revocation, which the entity report page covers. The Secretary of State must give written notice and may not make revocation effective for 60 days, which leaves time to cure. Among the grounds are having no registered agent and not reporting a new agent name or address in time, so a company that has just registered late should keep its agent details current. A revocation also leaves the Secretary of State as the contact point for claims from the period the entity was authorized.
Putting it right
Register without waiting for a dispute, using the step-by-step guide. Keep a note of when Indiana work began. The state's fee is $105 online, and our charge for preparing the statement is $199.
Corporations, partnerships and nonprofits
The penalty applies to a foreign entity of any kind, so corporations, partnerships and nonprofits carry the same risk as an LLC. The corporation route uses the same statement, with differences set out on the corporation page.
Open points on the earlier years
- How the Attorney General sets the amount of the civil penalty.
- Whether the penalty is counted per year or per violation.
- Whether registering late reduces what is owed for the earlier period.
- Whether tax obligations from the unregistered years are affected.
Those four depend on your facts; an Indiana business lawyer can tell you. Once you know, we file the statement.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Penalty questions
Is the penalty a fixed sum?
No. It is "not more than" $10,000, so the amount is left open.
Who collects it?
The Attorney General.
Can an unregistered LLC defend itself?
Yes. Failing to register does not bar a defense.
Do the members lose their liability shield?
Not solely because the LLC did business without registering.
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
- Indiana Code 23-0.5-5, foreign entities
Ready to register in Indiana?
Tell us where the company was formed and we take it from there.