Indiana foreign registration nexus rules

Indiana requires foreign entities to register with the Secretary of State before "doing business" within the state. 

Under Indiana Code § 23-0.5-5-2, any business entity formed outside Indiana must register before engaging in activities that constitute "doing business," with violations resulting in severe operational consequences, including the inability to sue in Indiana courts and civil penalties up to $10,000.

When foreign registration is required in Indiana

Indiana's standards for determining "doing business" obligations focus on whether activities constitute regular, ongoing business operations within the state rather than isolated transactions or interstate commerce. 

The test emphasizes the nature, frequency, and duration of activities, with particular attention to physical presence and economic dependence on Indiana operations.

Indiana's definition of "doing business"

Indiana law does not provide a comprehensive statutory definition of "doing business". Instead, it outlines certain activities that do not constitute doing business and applies various standards depending on the legal context. 

Activities that do not require foreign registration in Indiana include the following:

• Maintaining bank accounts in Indiana
• Holding meetings of shareholders or directors in Indiana
• Owning property not used for business purposes
• Conducting interstate commerce only
• Defending or settling lawsuits in Indiana
• Conducting isolated transactions (completed within 30 days)

The list is not exhaustive, and Indiana law relies on case-by-case analysis for activities not specifically addressed in the statutory exemptions.

Physical presence triggers

Indiana's registration requirements are typically triggered by establishing substantial physical operations within the state:

• Operating offices, warehouses, or retail locations in Indiana
• Having employees regularly working in Indiana for business purposes
• Owning or leasing property for business use (not merely investment purposes)
• Storing inventory or maintaining distribution facilities in Indiana
• Conducting regular business meetings, client services, or sales activities from Indiana locations
• Establishing manufacturing, service, or operational facilities within the state

Economic activity thresholds

Indiana does not establish specific economic thresholds for foreign registration requirements, relying instead on subjective analysis of business activities. However, courts and state regulators generally consider:

• Whether Indiana operations constitute a "substantial part of ordinary business"
• Regular and continuous business activity rather than isolated transactions
• Economic dependence on Indiana sources or operations
• Duration and frequency of business activities within the state
• Whether the entity maintains its primary business location or operational center in Indiana

Any business activity in Indiana outside the specifically exempted categories could trigger the "doing business" requirement and necessitate foreign registration.

"Doing business" activities summary table

Next steps once nexus is established in Indiana

Once your business activities approach Indiana's "doing business" threshold, you should register as a foreign entity before conducting substantial operations. 

Indiana requires proactive registration, and the state imposes significant penalties for entities that begin operations without proper registration.

Consequences of operating without registration

Operating without foreign registration in Indiana creates immediate legal and financial risks:

• Inability to sue in Indiana courts until registration is completed
• Civil penalties up to $10,000 recoverable by the Indiana Attorney General
• Injunctive relief allowing the Attorney General to stop unregistered business activities
• Contract enforceability limitations and loss of legal standing in state proceedings
• Loss of name protection and potential conflicts with existing Indiana entities

However, contracts entered into by unregistered entities remain valid, and the entity can still defend itself in legal actions.

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Our platform provides complete visibility into Indiana compliance status while eliminating the coordination challenges that create uncertainty for businesses expanding into the state.

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