Indiana Certificate of Authority / Delaware companies
A Delaware LLC and the Indiana certificate of authority
A Delaware LLC that wants to operate in Indiana pays Delaware $50 for a short-form good standing certificate, pays Indiana $105 online to register, and keeps paying Delaware, by June 1 each year, the $400 tax that Indiana neither replaces nor reduces. In the first year, with the Delaware tax counted, those three amounts come to $555 before our fee and any paid agent.
The two states side by side
| Point | Delaware | Indiana |
|---|---|---|
| What the LLC already has | A certificate of formation and a Delaware agent | Nothing yet |
| What you file | No new filing to start | Foreign Registration Statement, $105 online |
| Proof of standing | Short form $50, long form $175 | Must be dated within 60 days of filing |
| Recurring cost | $400 tax by June 1 | A report in alternate years, $31 online |
| Late consequence | $200 added to the tax | Revocation of the registration after notice |
| Local agent | Delaware address | Indiana street address |
Settle Delaware first
Delaware will not accept other filings or issue a good standing certificate for an LLC that has not paid its yearly tax. So the first job for a Delaware LLC heading to Indiana is to be current at home. Pay the tax, wait for the payment to post, then ask for the certificate. An LLC that skips this step will find the request for a certificate refused.
Which Delaware certificate to buy
Delaware offers two certificates: a short form for $50 and a long form for $175. Indiana's statute takes the home certificate, or a paper of similar import, once the official who holds the records has authenticated it. Tell us which form you plan to order and we check it against the statute before you pay for the costlier one.
Moving Delaware facts onto the Indiana statement
Copy the exact LLC name from the Delaware certificate, give Delaware as the jurisdiction of formation, and take the formation date from the same page. The principal office is the place where the company really works, not the address of the Delaware agent. Indiana wants its own agent on an Indiana street, because a Delaware agent cannot serve across the border.
Two yearly rhythms
Delaware's tax falls due every June 1 regardless of what the LLC does. Indiana asks a for-profit entity for a business entity report only in alternate years, tied to the anniversary of its creation. The dates do not line up, so a Delaware LLC should put both on a single calendar, with the Delaware date first.
A new Delaware name
If the LLC takes a new name at home, Indiana needs an amendment. The amendment costs $20 through the portal, which is the statutory amount, and $30 on paper. A new name that breaks Indiana's naming rules means choosing an alternate name for Indiana, and the LLC may not trade under the offending name until that is done.
The first year in numbers
Add $50 for the Delaware certificate, $105 for Indiana and $400 for Delaware's tax and you reach $555. Delaware's tax is by far the largest part, and it is due whether or not the LLC ever works in Indiana. The Indiana-only portion is one registration and a small report two years on.
A holding company in Delaware
Owning an Indiana subsidiary does not make a Delaware parent a registrant, and a subsidiary formed in Indiana has no foreign registration to make. The Code adds that an owner is not doing business in Indiana solely because it holds an interest in an entity that does. The Delaware LLC registers when its own activity here calls for it.
Pre-flight checks
- Delaware's tax is paid and the certificate confirms good standing.
- The certificate is still inside the 60 day window.
- The name on the statement matches the name on the certificate.
- The Indiana agent sits on an Indiana street and has consented.
- The managers line has been answered from the operating agreement.
An example: a Delaware LLC in Indianapolis
A Delaware LLC sells commercial cleaning contracts to offices in Indianapolis and hires four local crews. In spring it pays Delaware $400, requests the short-form certificate for $50, and has a local firm agree to act as agent. It files on INBiz and pays $105. The following spring Delaware collects its tax again, while Indiana asks for nothing until the report comes due two years on.
From Delaware good standing to Indiana authority
Pay the Delaware tax
$400 by June 1, before asking for a certificate.
Order the certificate
Short form $50, timed close to the filing.
Choose the agent for Indiana
A person or firm located on an Indiana street.
Prepare the statement
Delaware name, formation date, managers.
File on INBiz
$105 online.
Calendar both states
Delaware June 1 and the Indiana report month.
Delaware LLC questions
Does Indiana change what I owe Delaware?
No. Delaware's $400 tax is still due June 1.
Is the Indiana report a yearly one?
Not for a for-profit entity, which reports in alternate years.
Do I need a Delaware agent and an Indiana agent?
Yes. Each state requires its own.
Our fee and Indiana's fee
Get authority to operate in Indiana
Indiana
$199
+ $105 Indiana fee, filed online
- The Indiana Foreign Registration Statement, drafted from your answers (the state's paper form is State Form 56369)
- The home-state certificate requested so its date lands inside Indiana's window
- An Indiana registered agent: our office, or the agent you already have
- The filing submitted and the state's record sent to you, with your first report month
- Renewal: after the first year, the agent service renews at $149 a year
Checkout shows our fee and the Indiana fee as two lines. Indiana charges less online than on paper. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Where this comes from
- Indiana Code, Title 23, Article 0.5 (Uniform Business Organizations Code)
- Indiana Administrative Code, Title 75, Article 8, business entity filing governance
- Indiana Code 23-0.5-5, foreign entities
- Indiana State Form 56369, Foreign Registration Statement
- Indiana Secretary of State, Business Entity Reports
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Division of Corporations, certificates of status and entity status online
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Indiana Code 23-0.5-9, fees
Need authority to operate in Indiana?
Tell us where your company was formed and what it does here.