Indiana Certificate of Authority / Guide
How to get an Indiana certificate of authority, from first question to first report
An out-of-state company gets the right to do business in Indiana by filing the Foreign Registration Statement, which costs $105 online. This guide follows the full path: deciding whether you must, collecting what the statement asks for, filing, and then looking after the registration for as long as the company stays.
What Indiana really asks of you
Under IC 23-0.5-5-2, a foreign entity has to register before it starts business in Indiana. The Code's word for what you file is a registration statement. Registering does not turn the company into an Indiana company. Home law keeps governing its internal affairs and its owners' liability, and the registration gives it no power that an Indiana entity of the same kind would lack.
Stage 1. Measure your Indiana activity against the Code
Begin with the list on the page about needing a certificate of authority. A company that banks here, holds meetings, sells through independent contractors, or completes one job within thirty days may sit outside the rule. A company with staff, premises or a string of contracts in Indiana probably does not. Whether your facts sit near the boundary is for an Indiana business lawyer to judge.
Stage 2. Clear the name
A name that fails Indiana's rules cannot be used for registration until the company adopts a substitute for use here, set out in the statement. A registered company that later switches to a noncomplying name has to amend before trading under it. Search the name on INBiz first.
Stage 3. Request the home certificate
Write to the home-state records office and ask for the certificate that shows the company is still active and in good standing there. Indiana's instructions treat one older than 60 days as stale. A missing signature or a slow agent can hold up the filing, so make this request near the end of your preparation and not at the start.
Stage 4. Choose and confirm the agent
The statement names an Indiana agent, reachable at a street address in the state. By the Code, an individual, a general partnership, a domestic filing entity or a registered foreign entity may fill the role. The agent must have agreed, and the filing either says so or carries a representation to that effect. You can name us, a lawyer, a professional agent company, or a trusted person who lives in Indiana. In a lawsuit the agent is the first person served; certified mail to the principal office comes next, and the Secretary of State only after that. The entity also owes its agent a named contact, with an address and phone number, who can receive the agent's communications, and has to keep those details current.
Stage 5. Gather the statement's answers
The statute sets out 10 statements. In short, the filing carries the entity's name (and an alternate name if its own does not comply), its type, jurisdiction and date of formation, the street address of its principal office, the registered agent information, and a certificate of existence authenticated by the official who keeps its business records. A nonprofit corporation adds whether the corporation has members, and whether it would be a public benefit, mutual benefit or religious corporation if it had been incorporated in Indiana. An LLC that has managers says so: for an LLC whose organizational documents provide for managers, a statement to that effect.
Stage 6. Submit and pay
You file on INBiz, the state's online portal, which signs users in through an Access Indiana account. The price is $105 online. A paper filing is $125 and is addressed to the Business Services Division at Business Services Division, 302 W. Washington Street, Room E018, Indianapolis, IN 46204. The office is open Monday to Friday, 8:00 a.m. to 4:30 p.m., with walk-in service and priority service by appointment.
What happens right after you pay
Save the confirmation the portal shows after you pay, and keep the phone number and email in the INBiz account current. The Code lets the office accept card payments but treats the debt as discharged only once the office receives payment or credit, so a confirmation page is your evidence of what you paid and when. Then forward the confirmation to whoever keeps the company's records.
Stage 7. Put the report on a calendar
After registration, a for-profit company files a business entity report in alternate years, and a nonprofit files each year. The month follows the original creation date of the entity. You may send the report early, as long as it is within ninety days of its month. An overdue report brings reminders first; after five months of silence the business is administratively dissolved, and a registered foreign entity can also face revocation. The biennial report page lists the contents and the fees.
The words people mix up
Four terms get swapped in everyday talk. A certificate of authority is the label many states give to permission for an outside company to operate; in Indiana the matching paper is the registration statement. A certificate of existence, sometimes labeled good standing, is issued by the home state and shows the company is active there. A registered agent is the person or firm that receives legal papers in Indiana. A business entity report is the recurring filing that keeps the record current.
What to do if you already hold a certificate from another state
A certificate of authority from another state gives you no standing in Indiana. Each state treats a foreign company on its own terms, so a company that registered in Ohio or Illinois still needs its own Indiana filing before it does business here. The paper you may reuse is the home-state certificate of existence, provided it is still inside Indiana's 60 day window on the day you file.
When something about the company changes
A new name, a new home jurisdiction, a new address for the main office or a new agent each needs a filing of its own. Amending costs $20 through INBiz at the statutory rate or $30 otherwise. Swapping the agent costs nothing. Make these filings as the change happens and do not wait for the next report.
When the company is done with Indiana
A company that has left the state files a Statement of Withdrawal. In it the company says it no longer does business here, cancels its agent's authority, and supplies an address where legal papers can still reach it. The withdrawal page has the detail, and the price is $20 online at the statutory rate. If the company merges into another foreign entity, a notice of merger or conversion carries the registration across without a gap, and no withdrawal is needed.
A timeline for one company
Say a Kentucky LLC that fits signs has opened a small shop in Evansville. In its first week it checks the name on INBiz and requests a Kentucky certificate. In the second week a local lawyer agrees to act as agent. In the third week the LLC files on INBiz and pays $105. Two years on, its first business entity report falls due. If it shuts the shop four years later, it files a withdrawal.
Slips that cost the most time
- The home certificate ages beyond the window before the statement is ready.
- The company's name is typed differently from the name on the certificate.
- The agent's address turns out to be a post office box.
- A manager-managed LLC skips the question about managers.
- Nobody notes that a report falls due two years after registering.
- The registration is left in place after the work has ended, so reports and fees keep arriving.
The four dates to track
Four dates matter in Indiana. The day the home certificate is issued starts a 60 day clock. The day the statement is accepted starts the registration. The creation anniversary fixes the report month. And any day the agent or main office changes calls for a filing. Keep all four in one calendar, next to a link to the INBiz business search.
What to keep in the file
Hold on to the filed statement, the certificate, the agent's consent and any email the system sends. If a customer later asks whether the company is authorized in Indiana, those papers and a print of the business search answer it.
What this guide leaves out
It does not decide whether a particular activity is doing business, and it does not touch Indiana tax. The Code itself notes that its list does not settle which contacts expose an entity to taxes or other rules, so those are separate questions. Foreign limited partnerships, limited liability partnerships and nonprofits also need extra care, so ask us before ordering one.
The online route against the paper route
The state describes INBiz as the least expensive, simplest and fastest route, and the prices agree: $105 through the portal against $125 by post for a for-profit entity, a gap of $20. Paper only makes sense for someone who cannot use the portal.
After you file
Plan your start date around the INBiz confirmation, not a guessed date, and tell us the date you need when you order. A revoked registration can be reinstated within 5 years of the revocation, with a certificate from the Department of State Revenue that taxes owed are paid. A nonprofit statement, an amendment or a closing statement gets the state's current figure checked before we file.
Fixing an error after filing
A filed record can be corrected, but the fee stays with the state, and withdrawing a record before it takes effect earns no refund either. If something on the record is wrong, tell us what needs correcting and we prepare the correcting filing.
What we do and what we leave out
We prepare and send the statement: the answers, the certificate timing, the agent entry and the filing on INBiz. We do not decide whether an activity counts as doing business or what Indiana tax a company owes.
The pace of an order
Two things sit outside the statement: the home state issuing the certificate, and the agent agreeing to serve. Once you have both, tell us the date you need and we prepare the statement.
Planning for a second state
If the company also operates in a neighboring state, treat each state as its own project. Indiana's certificate window, agent rule and report calendar do not carry across the border.
Signing and who may submit
The entity signs the statement, and someone who submits a filing on another person's behalf must take reasonable steps to confirm who that person is. If a service prepares your statement, expect it to ask for proof of identity.
Key numbers
| Item | Number |
|---|---|
| Fee through INBiz, for-profit entity | $105 |
| Fee on paper, for-profit entity | $125 |
| Days a home certificate stays usable | 60 |
| Statements the Code requires | 10 |
| Activities the Code sets aside | 12 |
| Report fee through INBiz, for-profit | $31 |
| Highest civil penalty the Code names | $10,000 |
| Fee to change the agent | None |
Getting Indiana authority in order
Test your activity
Compare what you do in Indiana with the Code's list.
Clear the name
Search INBiz so the name passes.
Request the home certificate
Dated within 60 days of the day you file.
Confirm the agent
An Indiana street address and the agent's consent.
Submit the statement
$105 through INBiz.
Calendar the report
Two years out for a for-profit entity.
Guide questions
Where is the statement filed?
Online on INBiz, or on paper with the Business Services Division at Business Services Division, 302 W. Washington Street, Room E018, Indianapolis, IN 46204.
How long does the registration last?
For as long as the entity keeps its reports, fees and agent current and does not withdraw. A report that stays missing can lead to revocation.
Is my operating agreement part of the filing?
No. The statute does not list it. The one related question is whether the company is run by managers under its governing documents.
Can one agent serve several companies?
Ask us if you plan to use one agent for several companies. Each company names the agent on its own statement.
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
- Indiana Code 23-0.5-4, registered agent of entity
- Indiana Secretary of State, service of process
- Indiana Secretary of State, New INBiz platform FAQs
- Indiana Secretary of State, Business Services Division contact page
- Indiana Code 23-0.5-9, fees
- Indiana Secretary of State, HB 1593 and HB 1666 filing process changes
Need authority to operate in Indiana?
Tell us where your company was formed and what it does here.