Form an Indiana LLC with the Secretary of State

What sets Indiana apart

Indiana's published price for a filing is often more than the price printed in the statute. IC 23-0.5-9-19 sets the Articles of Organization fee at $75 for an electronic filing and $100 for a filing made in any other manner, while the INBiz Fee Calculator returns a $95.00 transaction fee for a domestic limited liability company formation. The $20 difference is an Enhanced Access fee the Secretary of State charges for online filing, itemized in its own rulemaking analysis as "Domestic LLC Articles of Organization $20.00". A payment processing fee is then added at checkout, a minimum of $1 and no more than 2.15%.

Indiana also sells no expedited service. The Secretary of State's cost analysis states that "most states charge expediting fees which Indiana does not since we are able to process most items very quickly." No expedite line appears in the Enhanced Access schedule or the Fee Calculator. The same document explains why record-only changes such as a registered agent change cost $1: the dollar deters "malicious filings meant to corrupt our records or promote fraudulent information."

The recurring filing is biennial rather than annual, and filing it late costs no money. The Business Entity Report is due every two years in the anniversary month of formation; the fee statute sets one price per filing method with no lateness surcharge, and administrative dissolution is the consequence instead.

A 2025 package added Indiana privacy and anti-fraud rules. P.L.96-2025 lets a company that runs entirely by telecommunications file a contact address in place of a principal office and keeps that disclosure off the public record, regulates commercial mail receiving agencies used as business addresses under IC 23-0.5-2.5, and requires anyone filing a Business Entity Report for someone else to verify that person's identity.

Filing the Articles of Organization

Under IC 23-18-2-4(a), one or more persons form an Indiana LLC by causing articles of organization to be executed and filed for record with the Secretary of State, and the organizer need not be a member at formation or afterward. The paper document is State Form 49459, revision R12 / 01-26, which prints a $100.00 filing fee. Online filings run through INBiz, the Secretary of State's business portal; paper filings go to the Business Services Division at 302 West Washington Street, Room E-018, Indianapolis, IN 46204, (317) 234-9768. Indiana attaches no newspaper publication step to formation.

What the Articles must contain

IC 23-18-2-4(b) lists five items: the company name; the street address of the Indiana registered office and the registered agent's name; the latest dissolution date or a statement that duration is perpetual; a statement if the company is to be managed by a manager or managers; and any other lawful matters the members choose to add.

No member or manager is identified in an Indiana formation filing. Agent consent is handled by representation: checking the box in Article II of Form 49459 states that the agent named "has consented to the appointment of Registered Agent."

The manager statement carries real weight. IC 23-18-4-1(a) makes an Indiana LLC member-managed unless the Articles of Organization provide for a manager or managers, so the charter document is the trigger rather than the operating agreement. Managers need not be members of the company or natural persons.

IC 23-0.5-8-4 lets an LLC that conducts all of its business by telecommunications, with no nonresidential physical office, give a contact address in place of a principal office, and that disclosure "shall not be a part of the public record." Form 49459 carries the matching checkbox in Article I.

Naming an Indiana LLC

IC 23-0.5-3-2(d) authorizes exactly three endings: the phrase "limited liability company" or the abbreviation "L.L.C." or "LLC". No other abbreviation is authorized.

The name must be distinguishable on the records of the Secretary of State from the six categories listed at IC 23-0.5-3-1(a). Entity-type wording is ignored in that comparison: words and abbreviations indicating entity type "may not be taken into account." A name belonging to an administratively dissolved entity stays unavailable for 120 days after the dissolution.

A name that falsely implies a government agency may be struck from the record by the Secretary of State. A name containing "bank" or a derivative is routed to the Department of Financial Institutions before filing under IC 23-0.5-3-5, and an unresolved violation becomes a ground for administrative dissolution. Availability is checked on the INBiz public business search at bsd.sos.in.gov/publicbusinesssearch.

IC 23-0.5-3-3(a) allows only an electronic reservation application, and the Secretary of State then holds the name for renewable 120-day periods. The fee is $10, a renewal is another $10, and cancelling a reservation is free.

Assumed business names go to the Secretary of State

An Indiana LLC files its assumed business name with the Secretary of State through INBiz, not with a county recorder. IC 23-0.5-3-4(a) sends individuals and general partnerships to the county recorder; subsection (e) sends filing entities, including LLCs, to the Secretary of State. The document is the Certificate of Assumed Business Name, State Form 30353, at $20 electronic and $30 paper, charged per assumed name stated on the application. Cancellation is free. An assumed name may not carry an indicator inconsistent with the entity type, such as "Inc." on an LLC.

Registered agent rules

IC 23-0.5-4-1(a)(1) requires a domestic filing entity to "designate and maintain a registered agent in this state." That agent may be an individual, a general partnership, a domestic filing entity or a registered foreign entity; the chapter sets no age or residency test. What it does set is an address rule: IC 23-0.5-4-2 requires that "the record must state a street address in this state," which a post office box does not satisfy.

Consent is required under IC 23-0.5-4-3(d), and the following subsections make the LLC give its agent current contact details for an authorized individual, on pain of the agent resigning.

Changing the agent is close to free. IC 23-0.5-9-32 states that "there is no fee for filing a registered agent or office statement of change," and the online filing on State Form 56367 carries only the $1.00 Enhanced Access fee. Going without one is costly in a different currency: no registered agent for 60 consecutive days, or no notice of a change or resignation within 60 days, is a ground for administrative dissolution. The Indiana registered agent page has more.

The Business Entity Report

Indiana's recurring filing is the Business Entity Report, State Form 48725. IC 23-0.5-2-13(c) requires it every two calendar years, and INBiz frames the deadline by the anniversary of formation: the report is past due at the end of that month. The state may also accept it during the 90 days before the month it is due.

The statutory fee is $20 electronic and $50 paper. Online, an $11 Enhanced Access line brings the INBiz transaction fee to $31.00, and the $1 minimum processing fee brings checkout to $32.00, the figure INBiz publishes alongside $50.00 by paper. Series do not file the report at all. Since 2025, a person filing on another's behalf must take reasonable steps to verify that person's identity using a driver's license, state ID card or passport.

If the report is not filed

No money penalty attaches. Grounds for administrative dissolution arise when the report is not delivered within 60 days after it is due, at which point the Secretary of State gives written notice and the LLC has 60 days to cure before the certificate of administrative dissolution is signed. A dissolved LLC may then only seek reinstatement or wind up and liquidate.

Reinstatement costs $20 electronic or $30 paper, shown as $31.00 on the Fee Calculator, plus everything owed at dissolution and everything that would have come due since. A certificate of clearance from the Indiana Department of State Revenue is a prerequisite. The five-year rule changed in 2025: IC 23-0.5-6-3(b) now allows an application filed more than five years after dissolution, provided it also states the reason for reinstatement and the entity's intended future activities. See the Indiana LLC dissolution page.

Professional services and the missing PLLC

Indiana has no professional limited liability company. Statute creates none, and the INBiz entity-type list offers a Domestic Professional Corporation and a Domestic Professional Benefit Corporation with no professional LLC among them. Licensed practitioners therefore use either an ordinary LLC, which IC 23-18-2-2(15) empowers to provide professional services "to the extent authorized by the licensing authority," or a professional corporation under IC 23-1.5.

State and local taxes on an Indiana LLC

Indiana levies no franchise tax on LLCs, and none appears among the business taxes the Department of Revenue administers. Tax accounts are opened with a single application, Form BT-1, and business taxes are filed and paid through INTIME. There is no statewide general business license either: the Business Owner's Guide states that "Indiana does not have any one single, comprehensive business license."

Income from a pass-through LLC reaches the members on the Indiana adjusted gross income tax, set at 2.95% for 2026 and 2.90% for taxable years 2027 through 2029. County local income tax applies on top in all 92 counties. Departmental Notice #1 effective January 1, 2026 runs from 0.5% in Porter County to 3.0% in Randolph County, with Marion County at 2.02%, and the applicable county is where the member resides or principally works on January 1. Indiana also offers an elective entity-level tax for pass-through entities under IC 6-3-2.1, with a refundable credit to the owners. The Indiana LLC tax page goes further.

The state gross retail tax is 7% of gross retail income under IC 6-2.5-2-2(a). A Registered Retail Merchant Certificate costs $25 for each place of business listed on the application, is non-refundable, and runs two years, then renews at no cost when returns are filed and taxes remitted. A seller with no physical Indiana location needs the certificate once gross revenue from Indiana sales exceeds $100,000.

Nonresident members create two obligations. IC 6-3-4-12(a) requires withholding when distributive shares are paid or credited to a nonresident, remitted monthly once the tax due exceeds $50 per month. The composite return is not optional: the partnership must file one covering every nonresident partner, whether or not that partner has other Indiana source income, with a penalty for omitting one. An out-of-state company instead files a Foreign Registration Statement, State Form 56369, at $105.00 on INBiz; see the Indiana foreign LLC page.

EIN and operating agreement

An EIN comes from the IRS and has nothing to do with the Indiana Secretary of State. The EIN guide covers the application.

Indiana does not require an operating agreement: IC 23-18-4-5 says members "may enter into an operating agreement," and IC 23-18-1-16 defines the term to cover "any written or oral agreement of the members," so an oral one counts. Nothing in Indiana law provides for filing the agreement with the state; see the operating agreement guide.

Frequently asked questions

Why does INBiz charge $95 when Indiana Code says $75?

IC 23-0.5-9-19 sets a $75 statutory fee for an electronic filing. The Secretary of State adds a $20 Enhanced Access fee for filing online, which its rulemaking analysis lists as 'Domestic LLC Articles of Organization $20.00'. That produces the $95.00 transaction fee shown by the INBiz Fee Calculator, and a payment processing fee of at least $1 and no more than 2.15% is added at checkout.

How often does an Indiana LLC file a Business Entity Report?

Every two years, in the anniversary month of formation, under IC 23-0.5-2-13(c). The all-in cost is $32.00 on INBiz or $50.00 by paper on State Form 48725, and the Secretary of State may accept the report during the 90 days before the month it is due.

Does Indiana charge a late fee for a late Business Entity Report?

No. IC 23-0.5-9-34 sets one fee per filing method and provides no lateness surcharge. Grounds for administrative dissolution arise once the report is 60 days overdue, after which the Secretary of State gives written notice and the LLC has 60 days to cure.

Can an Indiana LLC pay to have its filing expedited?

No. The Secretary of State's own cost analysis states that 'most states charge expediting fees which Indiana does not since we are able to process most items very quickly,' and no expedite line appears in the Enhanced Access fee schedule or the INBiz Fee Calculator.

Does an Indiana LLC file its DBA with the county recorder?

No. IC 23-0.5-3-4(e) puts an LLC's assumed business name with the Secretary of State through INBiz, on State Form 30353, at $20 electronic or $30 paper per name. The county recorder route at IC 23-0.5-3-4(a) applies to individuals and general partnerships.

Does Indiana have a PLLC?

No. Indiana statute creates no professional limited liability company. IC 23-18-2-2(15) lets an ordinary LLC provide professional services to the extent the licensing authority authorizes it, and IC 23-1.5 provides the professional corporation as the dedicated professional entity.