Indiana Certificate of Authority / LLC form
The form an LLC files in Indiana in place of a certificate of authority
An LLC formed elsewhere asks to do business in Indiana by filing the Foreign Registration Statement (State Form 56369 in its printed edition), and the Secretary of State charges $105 online or $125 by post. The statute lists 10 statements the filing has to make. The statute is IC 23-0.5-5-3. Preparing it costs $199 with us.
The LLC form in brief
- Form
- Foreign Registration Statement (State Form 56369)
- Governing statute
- IC 23-0.5-5-3
- Fee
- $105 online, $125 on paper
- Goes with it
- A certificate of existence from where the LLC was formed, issued within 60 days
- Where to file
- INBiz, the Secretary of State's online system, or the Business Services Division by mail
Line by line for a limited liability company
| Line | Subject | What an LLC enters |
|---|---|---|
| 1 | Entity name, with an alternate name if the real one is not allowed | The name exactly as the home certificate shows it |
| 2 | Kind of entity | Limited liability company |
| 3 | Jurisdiction of formation | Where the LLC was organized, whether a state or a country |
| 4 | Date of formation | Copied from the home certificate |
| 5 | Street address of the principal office | The main office, where the business is actually run |
| 6 | Registered agent information | The agent's name and an Indiana street address |
| 7 and 8 | Questions that only nonprofit corporations answer | Skipped by an LLC |
| 9 | A note on managers, where the documents provide for them | Included if the operating agreement names managers |
| 10 | Certificate of existence or an equivalent | The attachment, from the home records officer |
Line 1: the name
The first line carries the name. An entity whose name breaks Indiana's naming rules registers only after choosing another name to use in Indiana, and a later change to a noncomplying name blocks doing business until the registration is amended. Check the name against the INBiz business search before you start and match it letter for letter to the certificate.
Lines 2 to 4: what, where and when
Three plain facts fill these lines: the kind of entity, the place it was formed and the date. For the last, the Code asks for the date of formation in the home jurisdiction. Take every one of them from the home record so the form and its attachment agree. An LLC organized in another country names that country.
Line 5: the principal office
Line 5 wants the street address of the principal office. Two rules that began this year touch it. A business that conducts everything remotely can ask that a home address stay out of public view, and a filing that gives the address of a mail receiving agency has to carry a disclosure. Tell us if your office is a home or a mailbox service.
Line 6: the agent
Line 6 names the agent. The statute allows either a commercial registered agent, identified by name, or an individual or entity given by name and address, with the agent's consent stated. The address must be a street address in Indiana. The agent page explains who can serve.
Line 9: managers
Line 9 asks an LLC a single thing: is it run by managers under its governing documents? The Code puts it this way: for an LLC whose organizational documents provide for managers, a statement to that effect. Read the operating agreement before answering, because a member-managed LLC and a manager-managed one answer differently.
Line 10: the attachment
Line 10 is a paper to attach and not a field to fill: a certificate of existence or similar document authenticated by the secretary of state or other official having custody of the entity's business records where it was organized. Indiana's printed instructions give it a life of 60 days. A copy of the certificate of formation is a different document and will not do.
Signing the form
The entity signs the statement. When another person submits it, that person has to take reasonable steps to confirm the identity of whoever they act for, a rule in force from the start of this year. A service that prepares your statement will therefore ask you to prove who you are.
Paying for the form
Through INBiz the statutory $75 is joined by a $30 enhanced access fee, giving $105. By post the amount is $125. The office calls the online route the least expensive, simplest and fastest. It is open Monday to Friday, 8:00 a.m. to 4:30 p.m., with walk-in service and priority service by appointment.
What the form does not ask
Nothing in the statute asks for the names of the members, the company's financial position, a business plan or a copy of the operating agreement. That keeps the form short, and it means the public record shows the entity, its office and its agent, not its owners. The guide covers the rest of the process around the form.
Where filings tend to stall
The usual reasons a statement stalls:
- A home certificate that has outlived the window.
- A name that differs between the form and the certificate.
- An agent address that is not a street address in Indiana.
- A missing consent from the agent.
- An unanswered question about managers.
- A payment that was begun and never completed.
How we prepare the LLC form
You send the facts
Name, home state, formation date, office and managers.
We get the certificate dated
Inside the 60 day window.
We draft, you read
Nothing goes to the state before you approve it.
We submit on INBiz
The Indiana fee is $105.
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.
LLC form questions
What does the LLC form cost?
$105 through INBiz and $125 by post.
Is the LLC form different from the corporation form?
No. A single statement serves every foreign entity, and some lines apply only to certain kinds.
Should I send my operating agreement?
Not required. Only the question about managers touches on it.
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 Secretary of State, HB 1593 and HB 1666 filing process changes
- Indiana Code 23-0.5-4, registered agent of entity
- Indiana Secretary of State, Business Services Division contact page
Need authority to operate in Indiana?
Tell us where your company was formed and what it does here.