Thursday, November 8, 2007

Incorporating in Indiana FAQ

Do you want to start an Indiana corporation? What follows is a very general outline of what it takes to incorporate in Indiana.

1. Check the availability of the corporate name with the Secretary of State, Division of Corporations.

You can have your lawyer do this or you do it yourself. Remember the less work put on the attorney will save some on fees. This information can be found online at This site also provides information concerning where to mail your Articles of Incorporation, filing fees and fees for certifying a copy of the Articles of Incorporation. This information can usually be obtained over the phone or online (see the website address above).

2. Prepare the Articles of Incorporation.

Another service our Secretary of State office makes available online. If you prepare the Articles online, the site checks the name of the proposed business for you. However, the registration cannot be completed online:
The next step in the process is to continue your registration. When completed you will checkout and submit the registration with payment. The Indiana Secretary of State will review the registration and notify you via email if it has been approved or rejected.
At this point, you might want to reconsider your desire to do this yourself balanced against the risks of getting one of the following responses from the Sectary of State:
Incomplete: You must finish filling out your form with the required information before SOS can approve your registration
Pending Review: You have completed your registration and have successfully submitted it to the Indiana Secretary of State for review. The Indiana Secretary of State will contact you via email to let you know your registration has been approved or rejected.
Rejected: Your business entity registration was not approved by the Indiana Secretary of State. A reason (s) should be listed in your email as to why it was not approved. You may contact SOS at 317.232.6576 to determine why your registration was not approved.
3. Getting the Articles of Incorporation to the Secretary of State, Division of Corporations. Make sure that the registration fee is enclosed.

Assuming that the registration is approved, you will have a valid registration with Indiana's Secretary of State. This does not make your business a corporation. You are are at a half-way point now. What follows finally establishes the business as a corporation.

4. Prepare the By-laws and schedule a meeting with the incorporators (or the incorporators and shareholders if these are different people).

One can prepare a Notice or Waiver of Notice and Minutes of Organizational Meeting or Consent to Action Taken in Lieu of Organizational Meeting of Incorporators but I prefer to have a meeting with the shareholders to approve the by-laws. Poorly prepared by-laws are the downfall of too many businesses, so I consider this portion to be the most important step in creating a corporation. At this point, the corporation is fully created.

5. Issue stock certificates to the stockholders of the corporation.

6. Comply with all applicable state laws concerning any fictitious name under which the corporation will conduct its activities.

7. Dealing with the IRS.
  1. You need an EIN (Employer Identification Number) number from the IRS and
  2. Also the documents to get "S Corporation" status, if is desired.
Go to,,id=102767,00.html to apply for the EIN number. According to the IRS website today, these are the hours for using the online application process:
This application is available during the following hours:
Monday - Friday 6:00 a.m. to 12:30 a.m. Eastern time
Saturday 6:00 a.m. to 9:00 p.m. Eastern time
Sunday 7:00 p.m. to 12:00 a.m. Eastern time
During this application you can also produce the documents needed for electing Subschapter S status. Remember that Subchapter S is a creature of the federal tax law - Indiana recognizes only two types of corporations: for-profit and not-for-profit.

7. Apply for a state sales tax number, if the corporation will be responsible for collecting state sales tax.

Having brought the corporation into existence, now you need to comply with all state statutes concerning annual meetings of stockholders and directors (including keeping a corporate minute book), filing of annual reports and payment of annual fees by the corporation, and the paying of taxes.

If you want to incorporate in Indiana and need the help of a lawyer, please give me a call.