Indiana Foreign Registration / Must I register?

Does your foreign LLC have to register in Indiana?

A foreign LLC has to register in Indiana before it does business there, which costs $105 online, and one that transacts business without authority faces a civil penalty of up to $10,000. Twelve kinds of activity fall outside the term under the Code, which admits its list is not complete and leaves the rest to the facts. Below are the rule, the list and what common situations suggest.

The rule and its price

IC 23-0.5-5-2 makes registration a precondition to doing business here, apart from foreign regulated entities (IC 23-0.5-5-2(a)). While unregistered the entity cannot keep a case going in an Indiana court. It stays free to defend one, and its contracts stay valid. The section also caps a civil penalty at $10,000 for an entity that carries on business here without a certificate of authority, collected by the Attorney General (IC 23-0.5-5-2(f)). The Attorney General can also petition a court to stop an entity operating contrary to the article.

The twelve activities that do not count

Activity	In plain words
Disputes	Running, defending, mediating, arbitrating or settling a case
Housekeeping	Holding owners' or board meetings and other steps in running the entity itself
Bank accounts	Holding accounts in financial institutions
Securities offices	Keeping transfer agents, registrars, trustees or depositories for its securities
Independent sellers	Selling through independent contractors
Orders closed elsewhere	Soliciting sales that bind only after approval outside Indiana
Loans	Lending money, or taking on debt, mortgages or security interests
Debt recovery	Collecting what is owed, enforcing security, and caring for property taken in that process
A one-off	A single transaction finished within thirty days, outside any run of similar deals
Ownership	Owning property, without more
Interstate commerce	Doing business in interstate commerce
Nonprofit fundraising	For a nonprofit corporation, soliciting funds where Indiana law otherwise authorizes it

The Code frames the list with the word "include" and adds in subsection (d) that it is not exhaustive. Two more rules follow. First, a person does not do business in Indiana solely by being an interest holder or governing person of a foreign entity that does (IC 23-0.5-5-5(b)). Second, the list does not decide which contacts may subject a foreign entity to service of process, taxation or regulation under other Indiana law (IC 23-0.5-5-5(c)).

The thirty-day test

Indiana's list puts a number on the one-off deal. A transaction counts as isolated only if it is completed within 30 days and is not part of repeated transactions of a like nature. A job that runs six weeks, or a first job followed by a second, falls outside it. A company that expects repeat work in Indiana should assume it is doing business from the first job.

Situations, one by one

Staff in Indiana. People who do the company's work here week after week fit none of the twelve. A warehouse, shop or fleet. Fixed premises and vehicles are the usual marks of doing business. Online orders shipped in. Where each order is accepted outside Indiana, the order-acceptance and interstate items point to the safe side, but sales tax and other laws can still apply. A rental house. Owning property alone is on the list; running a rental business is something more. A contract of a few weeks. The thirty-day test decides it. A lawsuit. Defending is on the list; starting one is not, so registration comes before the claim.

What the Secretary of State says

The Business Services Division is unable to advise on whether a particular facts pattern is doing business. Its pages on serving process make the same point in another context: the office cannot give legal advice. The decision rests with the company and its Indiana lawyer.

If you are already across the line

Register now. Contracts signed in the meantime stay valid, and the entity can still defend a suit. The step-by-step guide shows the route, with the Foreign Registration Statement at $105 online. The penalty page sets out what the Code says about the earlier months. Our charge for the filing is $199.

Quick checklist

Is anyone doing the company's work in Indiana on an ongoing basis?
Does it keep premises, stock or vehicles in the state?
Does it sign Indiana contracts as a regular part of earning?
Does every Indiana contact appear on the list above?
Does any single job run longer than thirty days, or repeat?
Might the company need to sue in an Indiana court?

Any yes among the first three, the fifth or the sixth leans toward registering.

Registration and tax are different questions

Passing the activities test does not settle Indiana tax. The statute says its list does not decide which contacts can subject a foreign entity to taxation, service of process or regulation under other law. A company can be outside the registration requirement and still have a tax filing obligation in Indiana, and the reverse is possible too.

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.

Situation questions

Does an owner who lives in Indiana force the LLC to register?

An owner's home address in Indiana does not by itself make the LLC a registrant. The LLC's own activity decides.

Is a six-week job isolated?

Not under the thirty-day test, which requires completion within thirty days and no repeated transactions of a like nature.

Do foreign regulated entities register?

The registration requirement does not apply to them, according to the Code.

Can the Attorney General act?

Yes. It collects the civil penalty and can ask a court to enjoin a foreign entity operating contrary to the article.

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

Indiana

$199

+ $105 Indiana fee, filed online

The 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

Ready to register in Indiana?

Tell us where the company was formed and we take it from there.