Requirements for Indiana LLCs

Indiana requires specific legal steps under the Business and Nonprofit Entities Code (Indiana Code Title 23) to create a valid LLC. You'll need a unique name with proper designators, a qualified registered agent, and properly filed Articles of Organization with the Secretary of State.

Missing any foundational requirement triggers immediate filing rejections and leaves you operating without legal protections. Indiana also imposes ongoing obligations, including biennial reports and maintaining a registered agent, which can lead to administrative dissolution if not fulfilled.

1. Name requirements

Your Indiana LLC name must include "Limited Liability Company," "LLC," or "L.L.C." to satisfy state law. The Secretary of State rejects Articles of Organization without these mandatory designators, so verify proper inclusion before filing.

The name must be distinguishable from all business entities registered with the Indiana Secretary of State. Search the InBiz Department database thoroughly before selection, as similar names trigger automatic rejections. Indiana ignores designators when evaluating uniqueness, so "ABC, LLC" conflicts with "ABC, Inc."

Prohibited terms:

• Corporation terms like "Corp.," "Inc.," or "Incorporated" (reserved for corporations)
• Government-affiliated words like "FBI," "Treasury," or municipal names
• Banking terms without approval from the Indiana Department of Financial Institutions
• Professional terms requiring proof of appropriate state licensing

Reserve your chosen name for 120 days by filing with the Secretary of State, protecting it while completing formation paperwork.

2. Registered agent requirements

Indiana mandates every LLC to maintain a registered agent from formation through dissolution. This ensures reliable contact for legal documents, tax notices, and official correspondence. Your registered agent must be:

• Indiana resident (18+) or authorized business entity with an Indiana address
• Available at a physical Indiana street address during business hours
• Present to receive and forward documents
• Willing to provide written consent and current email address

Your options:

• Serve yourself: No cost if you meet residency requirements, but it puts your address in public records and requires daytime availability
• Professional service: $100-$300 annually for privacy protection and guaranteed document handling

3. Articles of Organization requirements

Indiana's Articles of Organization establish your LLC's legal existence, but incomplete filings face automatic rejection. The Secretary of State requires specific information presented accurately.

Required information:

• LLC name with proper designator matching the availability search
• Principal office address
• Registered agent name and physical Indiana street address
• Management structure designation (if required)
• Business email address for state notifications
• Mailing address for return documents

Indiana doesn't require business purpose, member information, or manager details in the Articles, keeping filings simple and private. Optional dissolution dates can be included for specific terms rather than perpetual existence.

Filing costs $95 online or $100 by mail. Online processing through the Secretary of State portal takes 1-2 business days, while mail submissions require 5-7 business days plus shipping time.

4. Operating Agreement requirements

Indiana law doesn't require LLCs to file an operating agreement with the state, but skipping this internal document creates significant risks for your business. Without a written agreement, you're stuck with default state law provisions that rarely match how you actually want to run your company.

Single-member LLCs especially benefit from operating agreements to maintain liability protection. Courts examine whether your LLC functions as a separate entity from your personal affairs, and a comprehensive agreement documenting business decisions, ownership structure, and management procedures provides crucial evidence of legitimate business operations.

Multi-member LLCs face even greater risks without written agreements. Disputes between owners are inevitable, and verbal understandings quickly dissolve under pressure. Your operating agreement should establish capital contributions, ownership percentages, voting rights, profit distributions, and clear procedures for adding or removing members. Include dispute resolution mechanisms like mediation or arbitration to avoid public court battles that damage business relationships and expose confidential information.

5. Initial and ongoing compliance requirements

After the Secretary of State approves your Articles of Organization, several federal and state requirements kick in with different deadlines and serious consequences for non-compliance.

Immediate requirements:

• EIN from IRS is generally required for banking and certain tax purposes (and is recommended for single-member LLCs
• Indiana Department of Revenue registration if you'll collect sales tax, run payroll, or owe other state taxes
• Business bank account setup using your EIN and Articles of Organization
• Local business licenses or permits, depending on your city, county, and industry

Ongoing requirements:

• Biennial Business Entity Report filing every two years by the end of your LLC's anniversary month
• State tax obligations, including sales tax, payroll tax, and income tax as applicable
• Registered agent maintenance with current address and contact information
• Local licensing renewals based on your business activities and location
• Corporate record keeping, including meeting minutes, financial records, and member documentation

Consequences of non-compliance

Indiana imposes escalating consequences for non-compliant LLCs, starting with administrative penalties and progressing to complete business dissolution:

• Loss of good standing: Prevents court access, certificate acquisition, and certain business activities
• Administrative dissolution: Secretary of State terminates LLC for non-compliance, ending operating rights
• Personal liability exposure: Courts pierce corporate veil for dissolved entities, holding members personally responsible
• Default judgment risks: Expired registered agent information causes missed lawsuit notifications
• Tax penalties: Missed filings trigger fines, interest, and collection actions
• Operational consequences: Unable to open accounts, obtain credit, enforce contracts, or maintain licenses

Handle Indiana LLC compliance with Discern

Discern eliminates the dread of not knowing your compliance status across Indiana and any additional states where you operate. Our platform provides automated biennial report filing, registered agent services with real-time document notifications, and instant visibility into upcoming deadlines. 

Ready to ease your compliance burden? Book a Discern demo today and see how customers complete their multi-state filings in minutes.