This article will outline exactly how to incorporate your business in the state of Indiana. It is a simple matter, but there are certain steps that you must follow. If you prefer, you can turn to SunDoc Filings to incorporate your business for you. 

Many businesses think that they need to have an attorney in order to file their incorporation paperwork. This is not necessary, but remember that this article cannot be construed as any form of professional accounting, tax, or legal advice. You should always speak with a lawyer or other professional who is licensed if you need specific advice about your incorporation process.

Overview

Creating your corporation in the state of Indiana comes with a filing fee. The most important part of the process is filing Articles of Incorporation, which needs to be done with the Indiana Secretary of State. In order to do this, you'll need several pieces of information.

First, you'll need to know what company name you’d like to use (and it must be available). Next, you will need to know what type of corporation you'll be choosing (more information on corporation types later). You will also need to know who your registered agent will be and what your official address will be.

Finally, remember that depending on the type of corporation you choose, you may need to know exactly the number of shareholders you’ll have, and you also definitely need to state how many shares you plan to authorize your corporation to issue.

In addition to all of the above, you must have an Employer Identification Number or a Federal Tax ID Number. This is also known as an EIN. The number can be obtained from the IRS or SunDoc can help obtain your EIN for you. 

Other information you will need includes who your directors will be, who your officers will be, and what your bylaws will be. Company bylaws will be outlined in your initial Board of Directors meeting. You don't need to file your bylaws with the state, but they are important for your own records. At your initial meeting, you will also appoint who you are corporate company will be.

Incorporating

There are several different types of corporations available. The first type is the General Stock Corporation. A General Stock Corporation allows you to have an unlimited number of potential shareholders. On the other hand, some businesses choose to be a Close Corporation. This puts the limit of the number of shareholders your business can have at 35. Finally, we have the Professional Corporation, which is only available for certain professionals and is mandated by the state of Indiana.

You can either create your own forms for incorporation, or you can download forms that are supplied by the state of Indiana. Downloadable forms meet all minimum requirements of the Indiana Corporations Code. Some businesses hire an attorney to create forms from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

When you create your corporation, you need to fill three positions, and these can be filled all by one person. The positions are President, secretary, and treasurer. Your bylaws will outline the number and limit of your directors, but generally speaking, corporations in Indiana need to have at least three directors. Some situations wherein zero shares have been issued or where there are less than three shareholders may change this.

If you need to change your Articles of Incorporation or your company bylaws, this is possible. The latter can be changed by simply holding a meeting with you our shareholders and directors in casting a vote on proposed bylaw changes. If you need to change your Articles of Incorporation, however, you will need to file an amendment with Indiana state.

When you have corporate meetings, remember that everything, including the powers of your directors, the methods of your meetings, and the times of your meetings, should be set forth in your bylaws. All of these stipulations need to be in accordance with Indiana law. Furthermore, at every meeting, it is imperative that you keep minutes.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Indiana Corporate Kit page.

Registered Agent

All corporations in the state of Indiana must have a registered agent. The registered agent can be a person or a company. Most importantly, they must be reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

Name Search

The chosen name that you submit to the state of Indiana in your articles of incorporation has to be clearly available for your company to use (according to Secretary of State records). If not, your filing will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can conduct searches for available names, or have SunDoc check name availability or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan on structuring your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. Providing general information between the two corporate tax structures.

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