Indiana Foreign Corporation Registration

What is a Foreign Corporation in Indiana?

An Indiana Foreign Corporation is a corporation that’s formed outside the state, but conducts business here in Indiana. After registering a foreign business with the Indiana Secretary of State, you’ll receive a Certificate of Authority. This is what officially allows you to expand your business into the state of Indiana.

We can take care of this registration for you. Or, if you’d rather register your Foreign Corporation yourself, just follow our guide below.

D.I.Y. Guide to Registering a Foreign Corporation in Indiana

Here’s what you need to know in 3 steps:

1. Get a Registered Agent

You’ll need to secure an Indiana Registered Agent before you submit your registration papers to the Secretary of State. This person or entity must be at a physical location in Indiana during normal business hours to accept legal notices on your behalf. For such an important role, you’ll want to choose a registered agent who’s reliable and able to get you your documents ASAP.

We’re not only fast and reliable, our registered agent service is only $49 a year!

2. Obtain a Certificate of Good Standing

A Certificate of Good Standing (also known as a Certificate of Existence) is a document you’ll need to obtain from your home state. It certifies that your company is all caught up on payments and filings. Getting a Certificate of Good Standing is a way of ensuring officials in Indiana that your corporation is fit to do business.

3. Submit a Foreign Registration Statement

To officially register your business, you’ll need to file what’s known as a Foreign Registration Statement. Planning to submit this form via regular mail? You can download a fillable PDF from this Business Forms page. You’ll have to complete 4 sections, known as articles:

Article I – NAME OF ENTITY

• Legal name of your corporation
• Alternate name for your corporation, if applicable (see our FAQ section)

Article II – ENTITY INFORMATION

• Type of entity (in this case: Corporation or Nonprofit Corporation)
• If a Nonprofit Entity: indicate whether it will have members
• Stipulate corporation type (either: Public Benefit Corporation, Mutual Benefit Corporation, Religious Corporation)
• Jurisdiction of formation
• Date of formation

Article III – STREET ADDRESS

• Address of your Corporation in your home state (cannot be a P.O. Box)

Article IV – REGISTERED AGENT INFORMATION

• Name of registered agent (and indicate whether your registered agent is a commercial RA—like us—or a noncommercial RA)
• Address of registered agent (cannot be a P.O. Box, unless you also provide a Rural Route number)
• Email address of registered agent (optional)
• Consent of your registered agent (you only have to check a box for this)
• Date and signature from an authorized person

You’ll also be asked to include a cover letter with your business name and email address. This information will not be made public. The state charges a $125 filing fee for for-profit corporations, or $75 for non-profit corporations.

Frequently Asked Questions: Indiana Foreign Corporation

• Do I have to register a Foreign Corporation in Indiana?
• What does it mean to “conduct business” in Indiana?
• What if my business name is being used in Indiana?
• How do I get a Certificate of Good Standing?
• Where do I send my Indiana Foreign Registration Statement?
• Does my Foreign Corporation have to pay taxes in Indiana?

Do I have to register a Foreign Corporation in Indiana?

You do if you own a corporation in another state and plan to conduct ongoing business in Indiana. (If your business has one isolated transaction here, it probably won’t require you to go through the process of foreign registration.) In the end, it depends on whether your business is legally considered to be “conducting business” in Indiana

What does “conducting business” mean in Indiana?

In general, if your company manufactures goods, makes sales, or owns an office space with employees in Indiana, it’s most likely considered to be “conducting business,” which the Indiana Secretary of State defines as follows:

• Having sales of goods or services
• Providing services or labor
• Performing construction work
• Having employees working in the state
• Owning or rending real property
• Owning warehouses in Indiana that ship to customers in the state

Additionally, the state statute IN Code § 23-0.5-5-5 lists several activities that are NOT considered “conducting business”:

• Engaging in legal actions or proceedings
• Holding a business meeting
• Opening a bank account
• Maintaining offices for the transfer, exchange, and registration of securities
• Selling through independent contractors
• Soliciting or obtaining orders
• Making loans or acquiring mortgages
• Securing or collecting debts, or enforcing mortgages
• Conducting an isolated transaction complete within 30 days
• Owning property
• Conducting interstate commerce

This list is not exhaustive. Ultimately, if you’re unsure about your business you might want to reach out to a business attorney or accountant for advice.

What if my business name is being used in Indiana?

You cannot register the same name of a company that’s already operating in the state, so you’ll have to use an alternative name, sometimes known as a DBA—in Indiana, this is known as an Assumed Name. You can get authorization from the state to use an Assumed Name by completing a Certificate of Assumed Business Name form and paying the state’s $30 filing fee.

How do I get a Certificate of Good Standing?

In most states, you can get a Certificate of Good Standing for your business through the office of the Secretary of State (or the same place you filed your formation papers). Certificates generally run $0-$50—it depends on the state.

Don’t want to hassle with getting this document yourself? When you hire us to register your Foreign Corporation in Indiana, we’ll get this certification for you!

Where do I send my Indiana Foreign Registration Statement?

You can file online, via mail, or in person:

Online: INBiz

Via Mail or In Person:
Secretary of State
Business Services Division
302 West Washington Street, Room E018
Indianapolis, IN 46204

Does my Foreign Corporation have to pay taxes in Indiana?

Yes. You’ll have to pay state taxes on any business income earned in Indiana.