Forming an LLC in Indiana

At LawInc we are Indiana LLC (Limited Liability Company) formation experts who can help you form a Indiana LLC, the right way. We file the Indiana LLC Articles of Organization with the Indiana Secretary of State and prepare your customized operating agreement. We can also obtain the Indiana LLC’s Tax ID Number (TIN)/Employer Identification Number (EIN), in as quickly as 24 hours. Let LawInc guide you through the process of forming your Indiana LLC. Our clear, concise and easy to use website, helps keep things simple.

Indiana LLC Name

The first step in forming a Indiana Limited Liability Company (LLC) is selecting the business name. Indiana LLC names:

• Must contain the terms “limited liability company”, “L.L.C.”, or “LLC”.
• The name of a Indiana LLC must be distinguishable on the records of the Indiana Sec. of State.

An available Indiana LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your Indiana LLC, prior to filing.

Indiana LLC Formation

Indiana LLC Filing Procedure: When forming a Indiana LLC, the Indiana Articles of Organization must be filed with the Indiana Secretary of State. The Indiana Articles of Organization must state:

• The Indiana LLC name.
• Name and address of each Indiana LLC organizer.
• Street address of principle place of business.

Indiana LLC Organizers: An Indiana limited liability company can be formed by one (1) or more organizers.

Indiana LLC Members: Indiana LLCs require 1 or more members. There is no residence or age requirement.

Indiana LLC Duration: The period of duration of a limited liability company shall be perpetual unless the Indiana Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

Indiana LLC Purpose: The purposes of the limited liability company may be stated to be, or to include, the transaction of any or all lawful businesses for which limited liability companies may be organized under this Act. A limited liability company may not be formed for the purpose of providing insurance or practicing medicine or dentistry unless it first meets specific licensing requirements.

Indiana LLC Duration: The period of duration of a limited liability company extends from the filing of the Articles of Organization until the latest date specified in the Articles of Organization for the company’s dissolution or may perpetual until dissolution in accordance with the provisions of the Indiana Business Flexibility Act.

Indiana LLC Record Keeping Requirements: The limited liability company must maintain an office, which may be but need not be a place of its business in Indiana or its registered office, where its records will be kept.

Indiana Registered Agent: An Indiana LLC must maintain a registered agent and office to receive service of process in Indiana. The Indiana registered agent should be available, at an Indiana physical address, during normal business hours to accept important legal and tax documents on behalf of the Indiana LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Indiana or (2) an individual resident of the state. A Indiana LLC may not act as its own agent.

Indiana LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Indiana LLC operating agreement should reference how the Indiana LLC is managed, allocation of profits and losses and member capital contributions. The agreement may contain any provisions regarding the conduct and affairs of the business of the company to the extent such provisions are not inconsistent with the laws of the Indiana or the Articles of Organization. The Indiana LLC operating agreement does not need to be filed.

Indiana LLC Post-Filing Requirements

Indiana LLC Biennial Report: After an Indiana LLC has formed or a foreign LLC has been granted authority to do business in the state of Indiana, it has an ongoing responsibility to file regular business entity reports. These business entity reports must be every two years. The filings are due during the anniversary month of the LLC’s formation or the anniversary month when granted authority to do business in the state of Indiana. As a courtesy the Indiana Secretary of State sends a reminder notice of the filing obligation. The Indiana LLC biennial report can be filed here: http://www.in.gov/ai/appfiles/sos-berf/

Indiana LLC Taxes

Indiana State Income Tax: The LLC tax rate for Indiana is variable, depending on Indiana taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Indiana LLC net income must be paid just as you would with any self-employment business.

Most Indiana multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Indiana LLC profits are reported and allocated to each of the owners according to the Indiana LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all Indiana LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Indiana LLC has more than one owner, or any employees.

Indiana LLC Dissolution/Termination/Cancellation

In order to dissolve/terminate/cancel an Indiana LLC, the members or managers must file Form 49465, Articles of Dissolution with the Indiana Secretary of State by mail or in person. Indiana LLC Articles of Dissolution can be filed online by using an IN.gov payment account or a credit card.

Acts Triggering Indiana LLC Dissolution: A Indiana LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement; or
• At any time there are no members;
• Judicial decree to dissolve by a Court.