Indiana Certificate of Authority / Penalty
What happens if you operate in Indiana without a certificate of authority
A foreign entity that transacts business in Indiana without registering faces penalty liability capped at $10,000, cannot start a lawsuit in an Indiana court, and can be stopped by an injunction. Registering costs $105 online. The Code is more measured than many owners expect: contracts stay valid, owners keep their liability protection, and the entity can defend itself if sued.
The consequences in brief
- Civil penalty
- Up to $10,000
- Who collects it
- The Attorney General
- Lawsuits
- Cannot start or continue one in Indiana until registered
- Contracts
- Remain valid
- Owner protection
- Not waived by the lack of registration
- Injunction
- The Attorney General may seek one
The penalty provision
IC 23-0.5-5-2 sets a civil penalty of not more than $10,000 against a foreign entity that carries on business here without holding a certificate of authority, and the Attorney General may collect penalties due (IC 23-0.5-5-2(f)). The Code gives a ceiling. How a lower figure is picked and how often a penalty can be assessed are among the open points listed below.
The cost that arrives first
An unregistered entity may not maintain a proceeding in an Indiana court, so a creditor in that position has to register before a claim can move forward. The company may still defend a case brought against it.
Unregistered and registered side by side
| Question | While unregistered | After registering |
|---|---|---|
| Can it sue in an Indiana court? | No | Yes |
| Can it defend a suit? | Yes | Yes |
| Are its contracts valid? | Yes | Yes |
| Do owners keep limited liability? | Yes | Yes |
| Is the civil penalty ceiling in play? | Yes, $10,000 | An open point, listed below |
Contracts and liability protection
Two reassurances sit in the same section. Not registering does not undo a contract the company signed or an act it performed, and it does not strip the owners of limited liability. A customer cannot walk away from a deal merely because the other side was unregistered.
Injunction and the Attorney General
A court order barring a foreign entity from continuing business in violation of the article can be sought by the Attorney General.
A separate problem: revocation after you register
A registered entity that falls behind can lose its registration. Revocation can start when money owed to the state or a biennial report is more than 60 days overdue, when a new agent name or address goes unreported for more than thirty days, or when the entity has no agent. It cannot become effective until at least 60 days after notice reaches the entity, and fixing every listed ground before then stops it. See the report page.
Getting right with the state
If you have been working in Indiana without registering, the straightforward step is to register now, at $105 online. What the earlier months mean for the penalty ceiling is among the open points below.
Partnerships, corporations and nonprofits
The same article reaches foreign corporations, partnerships and nonprofits, and the penalty ceiling sits in the section that covers foreign entities in general. We quote partnerships one by one, so contact us if one of those is your case.
Open questions on the earlier months
- How the Attorney General settles on a penalty amount.
- Whether a penalty can be assessed more than once.
- Whether late registration reduces what is owed.
- Whether registration reaches back across the unregistered period.
Those four turn on the facts of your case, so put them to an Indiana lawyer. The registration itself does not wait for the answers.
A practical way to weigh it
Set the cost of registering, $105 online plus an agent, beside the cost of what an unregistered company gives up: the ability to sue, and exposure to a penalty ceiling of $10,000. For a company whose Indiana contacts all sit on the exempt list, the question is whether it is covered by the list at all, and that returns to the page on needing authority.
Penalty questions
What is the maximum civil penalty?
Not more than $10,000, under IC 23-0.5-5-2.
Can I still enforce a contract?
The contract is valid, but suing in an Indiana court has to wait until the entity registers.
Does an injunction apply?
The Attorney General may seek one to stop a foreign entity operating in breach of the article.
Is there a late fee for registering?
Whether late registration reduces or adds to what is owed is one of the open points listed above.
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.