Indiana Certificate of Authority / Is it required?
Does my out-of-state company need an Indiana certificate of authority?
If your out-of-state company does business in Indiana it must register, which costs $105 online, and operating without registration risks a civil penalty of up to $10,000. The Code lists twelve activities that fall outside the idea, admits the list is only a sample, and leaves everything else to the facts. Here is the list, the thirty-day limit, and what common situations suggest.
The rule in a paragraph
An entity formed elsewhere registers before starting business here, unless it is a foreign regulated entity. While it is unregistered it cannot begin or continue a lawsuit in an Indiana court. It may defend a suit, its contracts remain enforceable, and its owners keep their limited liability. The ceiling on the civil penalty is $10,000, aimed at a company transacting business with no certificate of authority, and the Attorney General collects it (IC 23-0.5-5-2(f)).
Activities Indiana does not treat as doing business
| Activity | Scope |
|---|---|
| Legal disputes | Defending, settling, mediating or arbitrating a proceeding |
| Internal housekeeping | Owner or board meetings and similar affairs of the entity itself |
| Bank accounts | Keeping accounts at financial institutions |
| Securities agents | Transfer agents, registrars, trustees or depositories for the entity's own securities |
| Using contractors | Sales made through people outside the payroll |
| Orders accepted outside Indiana | Taking orders that become contracts only after approval elsewhere |
| Lending and security | Borrowing, granting mortgages, taking security interests |
| Recovering debts | Pursuing amounts owed, enforcing security, and protecting any property taken in the process |
| A single transaction | A deal finished within thirty days that is not repeated in a pattern |
| Owning property | Holding and maintaining property |
| Interstate commerce | Business that is itself interstate commerce |
| Charitable fundraising | For a nonprofit corporation, asking for funds where Indiana law otherwise allows |
The Code opens the list with "include", and subsection (d) adds that it is not exhaustive. Two clarifications accompany it. First, a person does not do business in Indiana solely by being an interest holder or governing person of a foreign entity that does (IC 23-0.5-5-5(b)). Second, the list does not decide which contacts may subject a foreign entity to service of process, taxation or regulation under other Indiana law (IC 23-0.5-5-5(c)).
A one-off job and its thirty-day limit
Indiana attaches a number to the single-deal exemption. A deal counts as isolated only if it concludes in 30 days or fewer and does not form part of a continuing series of similar deals. A project that drags to six weeks falls outside, and so does a first job that you expect a second to follow. If repeat work in Indiana is the plan, count the first job as the opening of business.
How common situations line up
A remote employee. Someone who does the company's work from an Indiana home on a continuing basis matches nothing on the list. A warehouse or shop. Premises and stock are classic signs of doing business. Online customers. If each order is accepted outside Indiana and the goods move across state lines, the order and interstate items support staying unregistered, though tax rules may still reach you. A rental property. Plain ownership of property appears on the list, but operating a rental business goes beyond ownership. A short contract. Apply the thirty-day limit. A lawsuit. Defending is safe; starting one means registering first.
Why early registration protects you
The practical reason to register early is access to court. A company owed money by an Indiana customer must be registered before it can sue. If it waits until the customer stops paying, it registers under pressure, with a certificate to order and an agent to appoint while the claim gets older.
If you may already have crossed the line
Register without delay. The step-by-step guide lays out the route, and the cost is $105 online. The penalty page covers how the Code treats the earlier months. We charge $199 for the filing itself.
A short self-test
- Does any person carry out the company's work in Indiana week after week?
- Does the company keep stock, premises or vehicles here?
- Does it routinely contract with Indiana customers?
- Does every Indiana activity appear in the table above?
- Does any one job run past thirty days, or look likely to repeat?
- Might the company one day need to sue in an Indiana court?
A yes to the first three questions, the fifth or the sixth points toward registering.
Tax is a different question
Being outside the registration rule says nothing final about Indiana tax. A company can owe a tax filing here without needing to register, or the reverse.
Who makes the call
The statute is general. When the facts sit plainly on one side of the table, the answer is easy. When they do not, whether your activity counts as doing business turns on facts only a lawyer can weigh, so ask an Indiana business lawyer. When you have an answer, send it to us and we file.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Questions about when registration is needed
If one of my owners lives in Indiana, must the company register?
No. The Code says a person is not doing business here only because they hold an interest in, or help govern, an entity that does.
Is a six-week project exempt?
Not under the thirty-day limit, which needs completion in thirty days and no repetition.
Who enforces registration?
That falls to the Attorney General, who collects the penalty and may petition a court to halt a violating entity.
What about a foreign regulated entity?
The Code says the requirement does not apply to those entities.
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
Need authority to operate in Indiana?
Tell us where your company was formed and what it does here.