INBiz – Indiana’s One Stop Source for Your Business

Who

All Businesses Registered with The Secretary Of State Must File A Business Entity Report

Corporations, Limited Liability Companies, Nonprofit Corporations, Limited Partnerships, Limited Liability Partnerships, Benefit Corporations, Business Trusts and Agricultural Cooperatives are required to file.

General Partnerships and Sole Proprietorships do not register with the Secretary of State and do not file a report.

Failing to File

What happens if when a report is not filed

Failing to file a Business Entity Report will result in the administrative dissolution or revocation of your business. Indiana businesses are administratively dissolved, and foreign businesses are revoked.

Why should I be worried about avoiding Administrative Dissolution?

• Administratively dissolved or revoked businesses may not carry on any business activities except applying for reinstatement or those activities necessary in winding up its affairs and liquidating assets.
• To reinstate your business, you must first receive a tax clearance from Department of Revenue which can take 4-6 weeks to process. This process is discussed in more detail on the next learning topic.
• You may lose the rights to your business name and assumed names. These names are only protected for 120 days after being administratively dissolved or revoked.
• A business can only be reinstated if it has been administratively dissolved or revoked for less than 5 years.

Reminders

• Maintaining Current Information with the Secretary of State is essential to receiving reminders!

• Email reminders are sent 90 and 30 days prior to the report due date to the business email and registered agent email.

• If a business has not responded to the email reminders, the office mails a paper reminder.

• Past Due Notices
  • If the report is not paid by the due date, a Past Due Notice will be sent to the business email and the registered agent email.

• Pending Administrative Dissolution of Revocation Notice
  • If there is no response to the Past Due Notice, a Pending Administrative Dissolution or Revocation notice will be mailed to the business.

• Administrative Dissolution or Revocation Notice
  • If there is no response to the Pending Administrative Dissolution or Revocation notice, an Administrative Dissolution or Revocation notice postcard will be mailed to the business.

• Paper notices are mailed to the principal office address, the registered agent address or a governing person’s address depending on what is on record.

Fees

The filing fees for your entity types

• For-Profit Businesses
  • $32.00 on INBiz
  • $50.00 by Paper

• Nonprofit Businesses
  • $22.00 on INBiz
  • $20.00 by Paper

Submitting your Business Entity Report (BERs)

Ensure compliance by submitting this required report to maintain an active status in Indiana.

Every business is required to file a Business Entity Report (BER) with the Secretary of State. This is not the same thing as filing your taxes.

Failure to file will result in the Administrative Dissolution or Revocation of your business.

Please continue below to learn more about the who, what, when, where, and why of BERs.

What

Required information in the Business Entity Report

This is your opportunity to make sure your business information is current. The following information must be added or updated:

• Principal office address
• Registered agent name and address
  • The registered agent is an individual or business authorized to receive service of process, notice or demand that is served on the business.
  • The registered agent address must be an Indiana address. If you do not have an Indiana address, you may hire a service company or law firm to serve as your registered agent.
  • A business cannot serve as its own registered agent.

• Depending on the entity type, at least one officer or governing person
  • A governing person is an individual under whose direction the activities and affairs of the entity are managed. This includes officers, directors, general partners, managers (if manager-managed) and members (if member-managed)
• Business email address
  • It is essential that you maintain a current business email address. You will receive reminders to pay your report and notices when changes to your business record are submitted on INBiz. These notices will help you prevent business identity theft.
• Professional Corporations must include at least one shareholder that is licensed in Indiana as a professional. The shareholder information must exactly match the data maintained by Indiana Professional Licensing Agency (IPLA).

When

• First Report: The first report is due two years after the business is formed or registered.

• Filing Cycle: Reports must be filed every other year to maintain the business’ active status.

• Due Date: The month and day the business was formed or registered. You have until the end of the month before the report is considered past due.

• Search: You can use the Business Search to determine the due date. Locate your business in the search results and click the Business ID. The Business Details page displays the due date.

Where

• Business Entity Reports are filed with the Indiana Secretary of State. Reports can be filed on INBiz or submitted by Paper.

• Benefit of Filing on INBiz
  • INBiz helps ensure filings are not rejected. 90% of paper forms are rejected due to forms being filled out incorrectly.
  • INBiz also provides faster processing times and lower filing fees.

Why

The Secretary of State must maintain a public record of businesses operating in Indiana. It is essential that the information is current.

Indiana Statute requires businesses to submit a Business Entity Report. See Indiana Code 23-0.5-2-13.

Registered Agent Information

What is a Registered Agent and why is it required?

A Registered Agent is statutorily required for all registering entities with the Indiana Secretary of State. The Registered Agent receives important legal documents on behalf of the business. Most often, a Registered Agent is only involved in cases of Service of Process involving the business.
 
The Registered Agent can be an individual or another business (cannot be the same business itself). A Registered Agent is required to have an Indiana street address. PO Boxes and out-of-state address cannot be accepted for a Registered Agent. Please note that there are also Commercial Registered Agents (CRA), which are businesses that act as Registered Agent for multiple businesses at a time.
 
You may provide an email address for the Registered Agent at which they may receive Service of Process, but this is not required.

Registering your Business with the Secretary of State

Why start a business in Indiana? There’s a lot to celebrate about Indiana — low taxes, affordable real estate, vibrant communities and a well-established workforce.

There’s no hard and fast formula for establishing a successful business. Success often hinges on an evolving set of factors that vary by industry. But no matter how original your idea, all business owners need a sound plan to see their operation through. INBiz is here to help.

From getting your business off the ground to day-to-day operations, INBiz’s experts and user-friendly interface will guide you through the process step by step. If we don’t have the answer, we’ll find you someone who does.

Filing Fees

Below is a breakdown of the cost to register an entity online through INBiz:

1. FOR PROFIT
a. In-house Filing Fee for Domestic is $100.00 and $97.14 for online.
b. In-house Filing Fee for Foreign is $125.00 and $107.36 for online.

2. NON FOR PROFIT
a. The Filing Fee for Domestic is $50.00 In-House and $31.00 online.
b. The Filing Fee for Foreign is $75.00 In-House and $41.00 online.

Choosing an Entity Type

Deciding on the right type of business

Below is a list of the available entity types in Indiana:

Information Associations (These two types of entities do not register with the Indiana Secretary of State. They may register their business name with their County Recorder’s office.)

Sole Proprietorships: One person who conducts business for profit. The sole owner assumes complete responsibility for all liabilities and debts of the business.

General Partnerships: Two or more individuals as co-owners of a for-profit business. Partnerships should operate under a written Partnership Agreement to avoid future problems. All partners are responsible for the liabilities and debts of the partnership.

Formal Associations (These entity types do register with the Indiana Secretary of State)

Limited Liability Company (LLC): An LLC is a formal association which combines the advantage of a corporation’s limited liability and the flexibility and single taxation of a general partnership. An LLC has members rather than shareholders. A member enjoys protections from the liabilities and debts of the LLC. Although not required by law, an LLC should operate under an Operating Agreement which is like a Partnership Agreement.

For-Profit Corporation: A legal entity which is created by filing Articles of Incorporation. The Corporation itself assumes all liabilities and debts of the Corporation. A corporation is owned by shareholders. A shareholder enjoys protection from the corporation’s debts and liabilities.

Nonprofit Corporation: A corporation whose purpose is to engage in activities which do not provide financial profit to the benefit of its members. Such corporations must obtain nonprofit or tax exempt status from the IRS and Indiana Department of Revenue to be free from certain tax burdens.

Limited Partnership: A partnership with at least one General Partner and one Limited Partner. A limited partner’s liability is limited to the amount invested, while the General Partner(s) assumes all the liabilities and debts of the partnership.

Limited Liability Partnership: A General Partnership which elects to operate as an LLP. To operate as an LLP, a Registration must be filed with the Secretary of State. Unlike a General Partnership, the partners in an LLP enjoy protection from many of the partnership’s debts and liabilities.

Master LLC: A limited liability company whose articles of organization authorize the designation of one or more series.

Series (must first have a Master LLC formed): A limited liability company series of interest that has separate rights, powers, or duties with respect to specified property or obligations. A Series may have a separate business purpose or investment objective from that of the master limited liability company or any other series of the master limited liability company.

Business Details

Once a registration for the business formation is started, there are certain required pieces of information a business must provide.

First, all entities on record must have a business name that meets requirements. All entities registering must include a Corporate indicator that is appropriate for their entity type. For example, LLC is a common corporate indicator for Limited Liability Companies, and Inc. is often used at the end of a business name for Corporations.

Secondly, all business names on record must be distinguishable. This means that unless you are provided consent from an existing business, your business name must be significantly distinguished and different from one already on the public record in an Active status. Corporate indicators are not used in the determining of a business name. Some examples of distinguishing features include numbers, different spellings of a same word, and plurals of a word.

Once your business name is checked in the system for availability, the online application will have the user enter optional and required information. Required information includes your Principal Office Address (also known as your business address), your period of duration and the effective time.

Your Principal Office Address may be any address of the entity’s choosing. This address may be an Indiana or out-of-state address, and can be a PO box.

A period of duration can either be perpetual, meaning that the business will remain active until it is voluntarily closed or administratively dissolved (this action is discussed in the Submitting your Business Entity Report topic). You may also set a specific date for period of duration. However, doing so means the entity will become inactive on that exact date and the entity cannot be reinstated or made active again.

An effective date is when you wish for the business to become active. The system will default to the current date and time that you started the application. Otherwise, you may set a future effective date up to 90 days in the future.

Additional Info

Businesses have the opportunity to list the Governing Persons of their entity. For Corporations, you are required to list Incorporator details. Please note that an Incorporator and their information may never be changed.

A Governing Person is an individual involved in the business, whether it be the owner, manager, member, or treasurer. A Governing Person may not be another business and must be an individual.

You may also provide an attachment towards the end of the application. This allows an entity to provide additional information, such as an Operating Agreement or By-Laws, that they wish to share on the public record.

Should your name require consent from another entity, you will be required to upload that consent on the attachments section.

Reinstatement

A guide to reinstating your business should it became Administratively Dissolved or Revoked.

Businesses that fail to pay their Business Entity Report or maintain a registered agent will be administratively dissolved/revoked.

If your business has been administratively dissolved or revoked, you cannot conduct business in Indiana. Don’t panic. If you intend to continue doing business, you can reinstate the business if it has not been administratively dissolved or revoked for more than five (5) years.

How to complete the Reinstatement Process

Your business has received its Certificate of Clearance from the Department of Revenue, what now?

The quickest and cheapest option to file for Reinstatement is online through INBiz. This application will be completed just as any other filing on INBiz for your business is completed. You will be required to upload the Certificate of Clearance you received as part of the reinstatement filing online.

Your filing fees owed for your reinstatement can be calculated using the online Fee Calculator located at https://inbiz.in.gov/Inbiz/FeeCalculator/Index.

Online filings can be processed same day if submitted during business hours, or the next business day if submitted outside regular business hours.

If you are unable to complete the online reinstatement application, you may submit the reinstatement by paper. Required paper forms can be found at https://www.in.gov/sos/business/division-forms/business-forms/.

What’s Next?

After your reinstatement has been submitted and approved, your entity will be moved from an Admin Dissolved or Revoked status back into an Active status. The reinstatement filing includes any past due Business Entity Reports (BERs) you failed to submit.

Therefore, once your entity is active, it will set your next BER due date. Depending on when your BER due date falls, this could be within the same year, the next year, or two (2) years down the line. Please ensure you take note of your entity’s BER due date once your reinstatement is accepted.

You may always check your BER due date by performing a Business Search at https://bsd.sos.in.gov/publicbusinesssearch.

Clearance from the Department of Revenue

Your first step in the Reinstatement process is obtaining a Certificate of Clearance from the Department of Revenue. This certificate is to ensure your entity does not have any outstanding taxes owed to the Department of Revenue (DOR).

To apply for this certificate, Submit an Affidavit for Reinstatement (AD-19) and a Responsible Officer Information form (ROC-1) to the Indiana Department of Revenue.

The name of the business on the Affidavit for Reinstatement must be identical to the name on record with the Secretary of State.

• You may apply for this certificate online through DOR’s site, INTIME, at https://intime.dor.in.gov/eServices/_/.

Once your application has been submitted, you must wait for the certificate to be processed. The certificate is mailed to you once it has been completed.

• It takes an average of 4 weeks for your Certificate of Clearance to be processed and mailed to you. For status updates, please contact the Dept. of Revenue: 317-232-2240, option 4.

Please note that if your business is not registered with the Department of Revenue, you will be required to first register with that agency before you can be issued a Certificate of Clearance.

Contacting INBiz

Have questions about your business or about something offered on INBiz? We’re happy to help. Please contact us at one of the available options below:

By Email: INBiz@sos.in.gov (responses are typically provided within 1 business day)
By Phone: 317-234-9768

INBiz also offers a chatbot from the main home page. The chatbot offers details on many of the different services and filings offered through INBiz.