How to Form an LLC in Indiana
Get advice from a lawyer before choosing a legal structure for your business., Know the difference between formal and informal associations., Choose to form a limited liability company (LLC)., Choose a name for your business., Determine if a...
Step-by-Step Guide
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Step 1: Get advice from a lawyer before choosing a legal structure for your business.
Choosing a form for your business carries legal consequences.
The legal structure of your business affects how much you pay in taxes and the nature of any ongoing reporting requirements.Consider the needs of your business and your own personal needs as the owner.
Consider the long-term issues with the legal structure you choose, including what happens if you die or if you want to sell your share in the business.The Office of the Secretary of State in Indiana cannot offer legal advice.
If you have legal questions, you should contact an attorney.You can find an attorney in Indiana from the Indiana FindLaw Directory, the Indiana Roll of Attorneys or the Indianapolis Bar Association.
Know to what extent you need to be protected from legal liability.
Decide whether or not you are willing to accept personal liability for losses associated with the business.Find opportunities to minimize taxation.Learn the cost of formation and the ongoing reporting and record-keeping requirements. -
Step 2: Know the difference between formal and informal associations.
Informal associations require no filing with the Indiana Secretary of State.
These business structures include sole proprietorships and general partnerships.
State income tax for these businesses is reported as part of the owners’ personal income.
Formal associations must file incorporation documents with the state.
These include corporations and limited liability companies (LLC).
These businesses have specific tax requirements., An LLC is a hybrid that brings together elements of corporations and partnerships.
It provides the business owners with the liability protection of a corporation with the tax simplicity of a partnership.
Earnings and losses are reported on the personal income tax returns of the owners.Unlike an S-corporation, LLCs have no limits on the number of members in the business.
Any member can assume a full participatory role in business operations.Distribution of profits and losses to the members does not have to be based on the amount of money each puts it.LLCs do not have shares or stock certificates.Owners of an LLC must do a lot of record-keeping and file multiple reports with the state.
It is much more paperwork than a sole proprietorship or a partnership.LLC members who participate in the business for more than 500 hours per year, work in a professional services LLC (such as healthcare or law) or sign contracts on behalf of the LLC must pay a
15.3 percent self-employment tax on their share of the profits., Consider how your business name will look on your webpage, as part of a logo or on social media.
Choose a name that reflects your company’s philosophy and culture.
For example, decide whether or not the name sounds too corporate or formal for the nature of your business.
Pick a name that will appeal to your target market.
Pick a name that is unique and won’t be confused with other similarly-named businesses., Indiana law requires you to use a name that is distinguishable from other LLCs operating in the state.
To see if a name is available, you can call the Name Availability Line at (317) 232-6576.
Or, you can visit the Name Availability Website.
Realize that this is only a preliminary check on the availability of the name.
It does not guarantee that you will be able to use this name for your business., If the name is available you can proceed with filing your articles of incorporation.
However, if you are not ready to do so, you can reserve the name for 120 days.
Visit the Business Entity Registration site and follow the prompts to file an application to reserve the name.
You will pay a $20 fee to reserve the name., An operating agreement outlines a company’s financial and functional operations.
It defines how the daily internal operations of the business will meet the need of the business and its owners.
All of the members of the LLC must sign the agreement.
One they have signed it, the operating agreement acts as an official binding contract.
This obligates the members of the LLC to abide by its terms., The state of Indiana does not require an LLC to have an operating agreement.
However, it is still wise to create one.
An operating agreement serves three functions.
First, it protects the company’s status as an LLC, specifically when it comes to sheltering the members from personal liability.
Next, it commits agreements among members to writing.
Finally, the agreement protects your LLC in the eyes of the state.
The formality of an operating agreement keeps your LLC from looking too much like a sole proprietorship or a partnership.
This protects the members from personal liability.
If disagreements arise between members about the internal operations of the business, the operating agreement serves as the final word about how matters should be handled.
The state of Indiana has default rules that govern how LLCs should operate.
These apply to LLCs without operating agreements.
If you write your own operating agreement, you can customize your rules to suit your needs. , Explain the percentage each member owns and what their voting rights and responsibilities are.
Describe the powers and duties of the members and the managers.
Clarify how profits and losses are distributed among members.
Outline how often member meetings are held.
Define the procedures for transferring membership should a member die or choose to sell-out., The operating agreement does not have to be filed with the state.
However, you may have to refer to it in order to complete the articles of incorporation.
Most businesses keep their operating agreement with other important business records.
The operating agreement should be kept confidential., You can obtain the necessary forms by visiting the Office of the Secretary of State of Indiana in person.
The address is 201 State House, Indianapolis, IN
46204.
You can also send a written request to receive the forms by mail.
You can call the information line at 317-232-6576 and request to have the forms mailed or faxed to you.
Finally, you can download the forms from the website of the Business Services Division., The registered agent is the legal representative and contact for the business.
The registered agent cannot be the business itself; it must be a person.
Another option is to choose as the registered agent another formal business association which was incorporated in Indiana and has a registered agent in Indiana.
The address of the registered agent can only be a P.O. box if a rural route number is part of the address., Include the name of the business.
The business name must end with “Limited Liability Company” or “LLC.” Define the period of the duration of the LLC, or the length of time in years that your business will operate.
Provide the name and address of the registered agent.
The paperwork must be signed by at least one manager, organizer or member of the LLC.
The fee for filing the Articles of Incorporation is $90.You can file your articles of incorporation online at the Indiana Secretary of State Business Services Online.
You can create an account and begin your business entity registration.
If you don’t have all of your information at the time you create the account, you can log out and return at a later time to finish your registration.
You can also log in to this site to check the status of your registration.You can also file your articles of incorporation in person at the office of the Secretary of State of Indiana.
The address is 201 State House, Indianapolis, IN
46204.
If you have questions about your registration you can call the Indiana Secretary of State Business Services Division at 317-232-6576., A business entity report provides the state with current information about your business.
It includes the current business name and address, the name and address of the current registered agent and the names and addresses of the officers and directors of the business.
The report is filed biennially, or every two years.If you formed your LLC in an even year, then you submit the report every even year.
If your formed it in an odd year, then you file the report every odd year.
You file the report in the month in which your business was incorporated.
The office of the Secretary of State will send you a reminder, but it is your responsibility for file the report.
You can file the report on the Business Entity Report Filing website.
The fee for filing the report is $30. , You must obtain an Employer Identification Number (EIN) from the IRS by filing form SS-4.
This is a nine-digit number that is used to identify tax payers and what tax forms they need to file with the IRS.
If you already have an EIN and you are forming another business, you may need to apply for a new number.You can file the form online at the IRS website.
You will receive the EIN immediately.
You can download the form and fax it to 859-669-5987.
You will receive the EIN within four business days.
You can download the form and mail it to Internal Revenue Service Center, Attn:
EIN International Operation, Cincinnati, OH
45999.
It will take four to five weeks to receive your EIN number. , To register with the state of Indiana, you must submit a Business Tax Application (BT-1).
This allows the state to set up the appropriate tax accounts for your business.
Read the state’s publication “BizTax” to better understand Indiana business tax laws.
All Indiana business taxes must be filed online at INtax., The Indiana Department of Workforce Development has publications and newsletters that help businesses manage the responsibilities of having employees.
You can visit the website for the Department of Workforce Development to find information about employee benefits, employer job posting, workforce and economic data and career training and adult education.
The state also publishes an Employer’s Desk Guide.
You can obtain one by calling the Department of Workforce Development at (317) 232-7436 or (800) 437-9136. -
Step 3: Choose to form a limited liability company (LLC).
-
Step 4: Choose a name for your business.
-
Step 5: Determine if a business name is available.
-
Step 6: File an application to reserve the name.
-
Step 7: Learn the definition of an operating agreement.
-
Step 8: Understand why you need an operating agreement.
-
Step 9: Include all relevant information about how your business functions.
-
Step 10: Keep the operating agreement with other important records.
-
Step 11: Request the Articles of Incorporation forms.
-
Step 12: Appoint a registered agent.
-
Step 13: File the Articles of Incorporation.
-
Step 14: File biennial business entity reports.
-
Step 15: Register with the Internal Revenue Service (IRS).
-
Step 16: Register with the Indiana Department of Revenue.
-
Step 17: Visit the Department of Workforce Development.
Detailed Guide
Choosing a form for your business carries legal consequences.
The legal structure of your business affects how much you pay in taxes and the nature of any ongoing reporting requirements.Consider the needs of your business and your own personal needs as the owner.
Consider the long-term issues with the legal structure you choose, including what happens if you die or if you want to sell your share in the business.The Office of the Secretary of State in Indiana cannot offer legal advice.
If you have legal questions, you should contact an attorney.You can find an attorney in Indiana from the Indiana FindLaw Directory, the Indiana Roll of Attorneys or the Indianapolis Bar Association.
Know to what extent you need to be protected from legal liability.
Decide whether or not you are willing to accept personal liability for losses associated with the business.Find opportunities to minimize taxation.Learn the cost of formation and the ongoing reporting and record-keeping requirements.
Informal associations require no filing with the Indiana Secretary of State.
These business structures include sole proprietorships and general partnerships.
State income tax for these businesses is reported as part of the owners’ personal income.
Formal associations must file incorporation documents with the state.
These include corporations and limited liability companies (LLC).
These businesses have specific tax requirements., An LLC is a hybrid that brings together elements of corporations and partnerships.
It provides the business owners with the liability protection of a corporation with the tax simplicity of a partnership.
Earnings and losses are reported on the personal income tax returns of the owners.Unlike an S-corporation, LLCs have no limits on the number of members in the business.
Any member can assume a full participatory role in business operations.Distribution of profits and losses to the members does not have to be based on the amount of money each puts it.LLCs do not have shares or stock certificates.Owners of an LLC must do a lot of record-keeping and file multiple reports with the state.
It is much more paperwork than a sole proprietorship or a partnership.LLC members who participate in the business for more than 500 hours per year, work in a professional services LLC (such as healthcare or law) or sign contracts on behalf of the LLC must pay a
15.3 percent self-employment tax on their share of the profits., Consider how your business name will look on your webpage, as part of a logo or on social media.
Choose a name that reflects your company’s philosophy and culture.
For example, decide whether or not the name sounds too corporate or formal for the nature of your business.
Pick a name that will appeal to your target market.
Pick a name that is unique and won’t be confused with other similarly-named businesses., Indiana law requires you to use a name that is distinguishable from other LLCs operating in the state.
To see if a name is available, you can call the Name Availability Line at (317) 232-6576.
Or, you can visit the Name Availability Website.
Realize that this is only a preliminary check on the availability of the name.
It does not guarantee that you will be able to use this name for your business., If the name is available you can proceed with filing your articles of incorporation.
However, if you are not ready to do so, you can reserve the name for 120 days.
Visit the Business Entity Registration site and follow the prompts to file an application to reserve the name.
You will pay a $20 fee to reserve the name., An operating agreement outlines a company’s financial and functional operations.
It defines how the daily internal operations of the business will meet the need of the business and its owners.
All of the members of the LLC must sign the agreement.
One they have signed it, the operating agreement acts as an official binding contract.
This obligates the members of the LLC to abide by its terms., The state of Indiana does not require an LLC to have an operating agreement.
However, it is still wise to create one.
An operating agreement serves three functions.
First, it protects the company’s status as an LLC, specifically when it comes to sheltering the members from personal liability.
Next, it commits agreements among members to writing.
Finally, the agreement protects your LLC in the eyes of the state.
The formality of an operating agreement keeps your LLC from looking too much like a sole proprietorship or a partnership.
This protects the members from personal liability.
If disagreements arise between members about the internal operations of the business, the operating agreement serves as the final word about how matters should be handled.
The state of Indiana has default rules that govern how LLCs should operate.
These apply to LLCs without operating agreements.
If you write your own operating agreement, you can customize your rules to suit your needs. , Explain the percentage each member owns and what their voting rights and responsibilities are.
Describe the powers and duties of the members and the managers.
Clarify how profits and losses are distributed among members.
Outline how often member meetings are held.
Define the procedures for transferring membership should a member die or choose to sell-out., The operating agreement does not have to be filed with the state.
However, you may have to refer to it in order to complete the articles of incorporation.
Most businesses keep their operating agreement with other important business records.
The operating agreement should be kept confidential., You can obtain the necessary forms by visiting the Office of the Secretary of State of Indiana in person.
The address is 201 State House, Indianapolis, IN
46204.
You can also send a written request to receive the forms by mail.
You can call the information line at 317-232-6576 and request to have the forms mailed or faxed to you.
Finally, you can download the forms from the website of the Business Services Division., The registered agent is the legal representative and contact for the business.
The registered agent cannot be the business itself; it must be a person.
Another option is to choose as the registered agent another formal business association which was incorporated in Indiana and has a registered agent in Indiana.
The address of the registered agent can only be a P.O. box if a rural route number is part of the address., Include the name of the business.
The business name must end with “Limited Liability Company” or “LLC.” Define the period of the duration of the LLC, or the length of time in years that your business will operate.
Provide the name and address of the registered agent.
The paperwork must be signed by at least one manager, organizer or member of the LLC.
The fee for filing the Articles of Incorporation is $90.You can file your articles of incorporation online at the Indiana Secretary of State Business Services Online.
You can create an account and begin your business entity registration.
If you don’t have all of your information at the time you create the account, you can log out and return at a later time to finish your registration.
You can also log in to this site to check the status of your registration.You can also file your articles of incorporation in person at the office of the Secretary of State of Indiana.
The address is 201 State House, Indianapolis, IN
46204.
If you have questions about your registration you can call the Indiana Secretary of State Business Services Division at 317-232-6576., A business entity report provides the state with current information about your business.
It includes the current business name and address, the name and address of the current registered agent and the names and addresses of the officers and directors of the business.
The report is filed biennially, or every two years.If you formed your LLC in an even year, then you submit the report every even year.
If your formed it in an odd year, then you file the report every odd year.
You file the report in the month in which your business was incorporated.
The office of the Secretary of State will send you a reminder, but it is your responsibility for file the report.
You can file the report on the Business Entity Report Filing website.
The fee for filing the report is $30. , You must obtain an Employer Identification Number (EIN) from the IRS by filing form SS-4.
This is a nine-digit number that is used to identify tax payers and what tax forms they need to file with the IRS.
If you already have an EIN and you are forming another business, you may need to apply for a new number.You can file the form online at the IRS website.
You will receive the EIN immediately.
You can download the form and fax it to 859-669-5987.
You will receive the EIN within four business days.
You can download the form and mail it to Internal Revenue Service Center, Attn:
EIN International Operation, Cincinnati, OH
45999.
It will take four to five weeks to receive your EIN number. , To register with the state of Indiana, you must submit a Business Tax Application (BT-1).
This allows the state to set up the appropriate tax accounts for your business.
Read the state’s publication “BizTax” to better understand Indiana business tax laws.
All Indiana business taxes must be filed online at INtax., The Indiana Department of Workforce Development has publications and newsletters that help businesses manage the responsibilities of having employees.
You can visit the website for the Department of Workforce Development to find information about employee benefits, employer job posting, workforce and economic data and career training and adult education.
The state also publishes an Employer’s Desk Guide.
You can obtain one by calling the Department of Workforce Development at (317) 232-7436 or (800) 437-9136.
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