Indiana Foreign Registration / Corporations
How a foreign corporation registers in Indiana
A foreign business corporation uses the same Foreign Registration Statement as an LLC, and the Indiana fee is $105 online or $125 on paper. A foreign nonprofit corporation pays a lower statutory fee, $20 online or $75 on paper, and answers two extra questions. The corporation also files the business entity report, with extra detail on its directors. Preparing and filing it costs $199 from us.
Corporation summary
- Who files
- Any corporation formed outside Indiana, profit or nonprofit
- Statement
- Foreign Registration Statement
- Business corporation
- $105 online, $125 on paper
- Nonprofit corporation
- $20 online, $75 on paper (statutory)
- Attach
- A certificate of existence, issued within the last sixty days
- Follow-up
- Business entity report with directors, secretary and chief executive
What a corporation adds to the statement
| Point | For a business corporation | For a nonprofit corporation |
|---|---|---|
| Type of entity | Business corporation | Nonprofit corporation |
| Members | Not asked | Whether it has members |
| Character | Not asked | Whether it would be public benefit, mutual benefit or religious in Indiana |
| Statutory fee online | $75 | $20 |
| Statutory fee otherwise | $125 | $75 |
The two extra nonprofit questions
For a nonprofit the statement adds two statements: whether the corporation has members, and whether it would be a public benefit, mutual benefit or religious corporation if it had been incorporated in Indiana (IC 23-0.5-5-3(7)-(8)). We take the second answer from the corporation's purposes as the home state records them. A nonprofit that solicits funds is also covered by a twelfth entry on the activities list.
The statement for any corporation
Like an LLC, the corporation gives its name, entity type, jurisdiction and date of incorporation, the street address of its principal office and the agent information, and attaches a certificate of existence. The Code also confirms that the law of the home jurisdiction governs the entity's internal affairs and its owners' liability, and registration does not authorize anything an Indiana entity of the same type could not do (IC 23-0.5-5-1). A corporation does not say anything about managers; that item belongs to LLCs.
The certificate for a corporation
Many corporations hold a certified copy of their articles, but the statement asks for a certificate of existence, which is a different document. Request it from the office that keeps the corporation's records in the home state, and make sure its date is inside the sixty-day window when the statement is filed.
The report that follows
After registration the corporation files the business entity report. Beyond the usual items, a corporation reports the names and business addresses of its directors, its secretary and its highest executive officer, and a nonprofit reports its directors, secretary and highest executive officer with business or resident addresses. For-profit corporations file every other year at $31 online, and nonprofits yearly at $21.
Foreign regulated entities
The Code says the registration requirement does not apply to foreign regulated entities. Banks, insurers and similar bodies supervised by their own regulators may fall in that group. Whether yours does depends on your facts; an Indiana business lawyer can tell you.
Online or paper for a corporation
For a business corporation the figures are $105 online and $125 on paper, so the gap is $20, the same as for an LLC. A nonprofit's statutory figures are $20 online and $75 on paper, a larger proportional gap. For a nonprofit we quote the statutory fee and confirm the current total when we file.
Directors and officers
The statement does not list a corporation's directors. The business entity report that follows does, along with the secretary and the highest executive officer. Prepare those names and business addresses before the first report falls due. The report also gives the principal office's street address and the agent information. Update them whenever the board changes.
A corporation in Evansville
A Kentucky corporation opens a distribution site in Evansville and hires warehouse staff. Its secretary requests a certificate of existence from Kentucky, a local firm agrees to be agent, and the corporation files on INBiz for $105. Two years later the first business entity report falls due, listing its directors, its secretary and its chief executive.
Having us file for a corporation
Give us the corporation's basics
Its name, home state, incorporation date, principal office and agent.
We order the certificate
A certificate of existence inside the window.
We complete the statement
With the nonprofit questions where they apply.
We file on INBiz
$105 for a business corporation.
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.
Corporation questions
Is the online fee the same as for an LLC?
For a business corporation, yes: $105. A nonprofit corporation pays the lower statutory fee.
Does a nonprofit need to say whether it has members?
Yes. The statement asks it, along with its benefit character.
Is a certified copy of the articles enough?
No. Indiana wants the certificate of existence itself, or an equivalent that whoever holds the records has authenticated.
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
- 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.