It's always a good idea to do some research before forming a corporation. In Indiana, if your corporation has fewer than 50 shareholders, the state allows you to dispense with a board of directors. However, you have to make other arrangements for fulfilling a board's duties. Read on to learn more about Indiana's corporate filing and maintenance requirements. When you're ready to file your corporation, we can walk you through each step.

Get Started Start your Indiana incorporation Answer a few questions. We'll take care of the rest.

Indiana Processing Times and Fees

Like most states, Indiana has both standard and expedited processing times for forming your corporation. To help you decide which to use, we have a list of the average wait times for each option.

Indiana charges the same fee for both standard and expedited filings. See all Indiana's fees by visiting our incorporation center and clicking on “compare pricing.”

Choosing Between an Indiana S Corp and a C Corp

A C Corp and an S Corp are alike in many ways, including structure, management, compliance documents and limits on liability. Here are some important differences:

  • Ownership Rules: C Corps may have unlimited stock classes and shareholders. S Corps may have only one stock class and no more than 100 shareholders. Only U.S. or legal residents may hold shares in an S Corp.

  • Taxes: A C Corp files a corporate tax return as a separate entity from its shareholders. Dividends paid to the shareholders may then be taxed on those shareholders' individual returns. An S Corp does not file its own return. It is a “pass-through” entity, meaning that income passes to shareholders and is reported on their individual returns.

  • Documents: Becoming an S Corp requires filing a special form with the IRS, called IRS Form 2553, Election by a Small Business Corporation.

Personnel Requirements

Every state has its own personnel requirements for incorporating. In Indiana, they include the following:

  • Age requirement: Directors must be at least 18 years old.

  • Minimum number of directors: Most Indiana corporations must have at least one director. Corporations with fewer than 50 shareholders may dispense with directors by stating in their Articles of Incorporation how the board's duties will be performed.

  • Residency: Indiana does not require that directors live in the state. 

Other Requirements for Your Articles of Incorporation

In addition to personnel requirements, your Indiana Articles of Incorporation must also include the following.

Every corporation must appoint a registered agent to accept tax, legal and government documents during regular business hours. A registered agent may be a person or a business with a physical address in Indiana. A post office box is not acceptable. We can help you designate a registered agent when you incorporate with us.

You must also include the following in your Articles of Incorporation in Indiana:

  • The corporation's name.

  • The number of shares of stock the corporation is authorized to issue.

  • The name and address of all incorporators.

  • The signatures of all incorporators.

You may also include other information in your Articles, such as the par value of authorized shares or limits on the powers of directors and shareholders.

Guidelines for Your Name

Your corporation's name is a reflection of your business, so choose a good one. Make sure it meets Indiana's requirements:

  • Include “Company,” “Corporation,” “Incorporated,” “Limited” or an abbreviation of one of these terms in your name.

  • Do not use a deceptive name. For example, calling your business "The Gift Shop, Inc." is deceptive if you actually sell office equipment.

  • Your name must be unique and not too similar to an existing business name already on file with the Indiana Secretary of State. 

Indiana Corporate Taxes & Reports

Although you might prefer not to think about taxes, you'll need to pay them for your new corporation. One of the first things you'll need is an employer identification number, or EIN. This is a federal tax ID for businesses, similar to a Social Security number for individuals. All businesses with employees need one. Get one from the IRS before you actually open for business.

Depending on your business purpose, you may need to register with the Indiana Department of Revenue for sales tax, withholding tax, innkeeper tax or other taxes. One application covers all these taxes.

Indiana corporations must file a Business Entity Report biennially. This report is due every other year during your incorporation anniversary month. Corporations formed during even years file in every even year, and those formed during odd years file in odd years. You may file by mail or online. The fee is lower for online filing.

We have more information to help you learn about the actual tax structure of both C Corps and S Corps.

Keeping Corporate Records and Ongoing Filing Requirements

Indiana requires that you keep corporate records to maintain your status. These are the two most important documents you must create:

  • Corporate bylaws formalize how your corporation will operate. Provisions in your bylaws must be consistent with your Articles of Incorporation and Indiana law.

  • Meeting minutes are a written record of all actions taken and decisions made during meetings of your board or with your shareholders. You must keep copies of your minutes for three years.

You don't have to file these documents with the state. Keep them with your other corporate papers.We have more detailed information about Indiana's requirements for bylaws and meeting minutes.

We understand how exciting it is to start a new business, and we wish you the best of luck with your Indiana corporation. When you're ready to file, we can help make the process easier.

Get Started Start your Indiana incorporation Answer a few questions. We'll take care of the rest.

Get Started Start your Indiana incorporation Answer a few questions. We'll take care of the rest.