Register an Indiana Foreign LLC
An Indiana Foreign LLC is a limited liability company that was formed in another state or jurisdiction but does business in Indiana. You can register a foreign LLC in Indiana by submitting a Foreign Registration Statement to Indiana's Secretary of State, Business Services Division and paying the filing fee ($108 for online filings or $125 by mail).
Indiana's Secretary of State offers a list of activities that it considers to be doing business in the state, including having employees, selling goods or retail services, or leasing or owning property in Indiana.
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1. Appoint an Indiana registered agent
You must appoint an Indiana registered agent before you can lawfully do business in the state. (See: IN Code § 23-0.5-4-3.) Your registered agent needs to have a physical address in Indiana and be able to receive legal notices on behalf of your company, as well as forward them to you in a timely fashion.
Can I be the registered agent for my Indiana foreign LLC?
You can be your own registered agent if you live in Indiana, or you can can appoint a local family member, friend, or employee to serve as your Indiana registered agent. However, most business owners hire a professional registered agent service when doing business outside their home state.
Why hire an Indiana registered agent service?
Hiring a registered agent service offers a slew of benefits—most notably that they’ll allow you to list their business address on your registration documents, which helps you protect your personal information.
2. Obtain a Certificate of Existence
A Certificate of Existence (also known as a Certificate of Good Standing) proves your business is up-to-date with taxes and fees in its home state. Indiana requires that your Certificate of Existence is no older than 60 days.
How do I get a Certificate of Existence?
The process for requesting a Certificate of Existence is different in every state, but in a majority of states, you can request one online and receive it immediately.
3. Complete the Foreign Registration Statement
To officially file as a foreign LLC in Indiana, you’ll need to submit a Foreign Registration Statement to the Indiana Secretary of State, Business Services Division. Here’s what you’ll need to include:
- LLC’s legal name in Indiana (or alternate name if your original name is taken in Indiana)
- Entity type
- Management structure (select “yes” if manager-managed, “no” if member-managed, or “single-member LLC” if your LLC only has one member)
- Jurisdiction of formation
- Date of formation in home jurisdiction
- Street address in Indiana
- Confirmation of commercial or noncommercial registered agent (If commercial, provide the name of your registered agent service. If noncommercial, provide name, Indiana address, and if you want, email)
- Confirmation that registered agent has consented to service
- Authorized signature
You’ll also need to fill out a cover letter that includes contact information for your LLC: name, email address, telephone number, and return address. (This information you provide in this cover letter will NOT be part of the public record.)
All set? Northwest can help you Register Your Foreign LLC in Indiana .
How much does it cost to file the Foreign Registration Statement for foreign LLCs in Indiana?
It costs $108 to file your Foreign Registration Statement online and $125 to file via regular mail.
How do I file my Foreign Registration Statement?
You can file your Foreign Registration Statement online, by mail, or in person.
By Mail or In Person:
Secretary of State
Business Services Division
302 West Washington Street, Room E018
Indianapolis, IN 46204
Do I need to file Indiana Articles of Organization for my foreign LLC?
No. Indiana Articles of Organization are only used by LLCs that were initially formed in Indiana.
4. Receive your Certificate of Authority
After submitting your completed application for foreign LLC registration in Indiana, you should receive a stamped copy of your application by mail.
How long will Indiana take to process my Foreign Registration Statement?
If you file online, you will receive your verification in about a day. Mailed statements can take up to 7 business days to be processed and approved.
Indiana Foreign LLC FAQ
How do I amend a foreign LLC in Indiana?
To amend your foreign LLC filing in Indiana, you’ll have to submit a Foreign Registration Amendment. The filing fee is $30.
What does doing business mean in Indiana?
According to information provided by the Indiana Secretary of State’s online business portal, the following activities are considered doing business in the state:
- Selling goods, services, or labor
- Doing construction
- Hiring employees who work in Indiana
- Maintaining a physical presence in the state (including owning or renting property)
- Owning warehouses that ship to Indiana customers
Indiana’s statutes do not specify what it means to do business. Rather, IN Code § 23-0.5-5-5 lists activities that do NOT constitute doing business. (These activities include, but are not limited to: arbitration, holding meetings, or selling through independent contractors.)
To learn more, check out: What Exactly Does “Doing Business” in Another State Mean?
Does a foreign LLC have to file an biennial report in Indiana?
Yes. You will have to file an Indiana Business Entity Report biennially (every other year). The report costs $30 to file and will be due every two years by the end of the anniversary month of the date you filed your foreign registration. So if you file your Foreign Registration Statement on June 5th, 2022, your first Business Entity Report will be due by June 30th, 2024.
How are foreign LLCs in Indiana taxed?
Your foreign Indiana LLC will be subject to Indiana taxes, just like any other for-profit LLC in the state.
How can I withdraw my foreign LLC in Indiana?
To withdraw your foreign LLC from Indiana, you’ll have to complete a Statement of Withdrawal of a Foreign Entity, which costs $30.