Secretary of State: Connie Lawson

Business Services Division

An Entrepreneur's Guide to Starting A Business in Indiana

Dear Future Indiana Entrepreneur:

Thank you for your interest in operating a business in Indiana. The key to future economic prosperity and growth is a strong Indiana business community. We have developed this guide to aid in the formation of your business. While not intended to take the place of legal counsel, it has been developed to enable entrepreneurs to understand certain corporate terms and to aid in the continuing existence of a business in Indiana.

I hope you find the guide informative. Let me know if this guide has been helpful. Thank you for your interest.

Good luck!

Connie Lawson
Indiana Secretary of State
201 State House
Indianapolis, IN 46204
(317) 232-6531

If you need any help along the way, please contact our Business Services Division.

Business Services Division office hours, telephone numbers, and mailing address

Indiana Secretary of State Business Services Division
302 W. Washington Street, Room E-018
Indianapolis, IN 46204
Information Line: 317-232-6576
Online: http://www.sos.in.gov/business/
Office Hours: 7:30 am to 5:00 pm Monday through Friday except state holidays



Choosing a Structure and Forming Your Business

Below is a brief description of the various forms in which a business may organize under Indiana law. Caveat: Formally organizing a business carries both great advantages and legal consequences. Care should be taken when deciding which business form to utilize and while operating the venture. The Corporations Division is eager to help, but cannot offer legal advice. It is strongly suggested that an attorney be contacted for additional guidance.

Officially Forming Your Business
To form one of the Formal Associations, organizational documents must be filed with the Corporations Division of the Secretary of State. Although not required, boilerplate forms to form for-profit and nonprofit corporations are available from the Corporations Division. You may obtain forms via our website, by visiting our office, by mail, or by facsimile using the Faxback Line. All cites are to the Indiana Code ("IC"). Each code cite is linked to the appropriate section of the Indiana Code.


Nonprofit Corporation

To form a Nonprofit Corporation, Articles of Incorporation must be filed. The Articles of Incorporation must include the following: (IC 23-17-3-2)

If you intend to apply for IRS federal tax exemption as a charitable organization, your articles of incorporation must contain a required purposed clause and a dissolution of assets provision. Valuable information on 501(c)(3) qualification is on the IRS website www.irs.gov. It includes sample articles of the incorporation. Click the "Charities and Nonprofits" link and then the Life Cycle of a Public Charity.

Note: NONPROFIT CORPORATIONS: Before filing or completing Articles of Incorporation, you should first contact the IRS. The IRS will recognize and provide tax exempt status to a nonprofit corporation only if it meets certain criteria and guidelines. The IRS publishes a booklet which is helpful in this process: "Tax Exempt Status for Your Organization" Publication #557. This publication can be obtained by calling 800-829-3676 or by writing your local IRS Forms Distribution Center: IRS; Cincinnati, OH 45999.

Internal Revenue Service will conduct eighteen one-day workshops on basic tax compliance issues for small and mid-sized exempt organizations.The workshops will cover the procedures tax-exempt organizations must follow to maintain their tax-exempt status and comply with their tax obligations. The workshops are designed for board members, officers and staff of small and mid-sized tax-exempt organizations and the practitioners who work with them. You may view the schedule by clicking here


Requesting Forms

In addition to obtaining forms by visiting our office, requesting by mail and ordering over the information line, you may download them from our webpage or have them faxed to you.

Web Page Forms
To download from the internet, go to http://www.IN.gov/sos/forms/index.html. You will need Adobe Acrobat Reader to view and print the forms. If you do not have it, the link to download it is available on the forms page.



Selecting A Name For Your Business

Indiana Law requires that the name of a Corporation, L.L.C., L.P., and an L.L.P. must be distinguishable from the names of other businesses of the same type on the records of the Secretary of State's office. To determine if a particular name is available, please call the NAME AVAILABILITY LINE - (317) 232-6576 or do a name availability check via our website at https://secure.in.gov/sos/bus_service/online_corps/default.asp. This is a preliminary check only. You should not rely, in any way, upon this preliminary information. If the name is available, you may either file an application to reserve the name for 120 days ($20.00 fee) or file documents to organize the business under that name.

Continuing Responsibilities

After its initial organization, a formal business association must continue to meet certain statutory requirements.

Although you have filed the appropriate documents with the Office of the Secretary of State, you should still contact the following:

Important Terms and Information

Indiana Small Business Development
One North Capitol, Suite 900
Indianapolis, IN 46204
(317) 234-2082
www.isbdc.org



What the Business Services Division Does Not Do



Business Owner's Guide to State Government

Persons interested in starting a business may find additional information at the Business Owner's Guide to State Government.


Indiana Department of Administration
Minority and Women's Business Enterprises Division

The Minority and Women's Business Enterprises Division (M/WBED) was created in order to ensure that Minority- and Women- owned businesses are given an equal opportunity to participate in the state purchasing process. The office is governed by the Governor's Commission on Minority and Women's Business Enterprises. Each year the Commission votes on contracting goals, which set the level of participation for minority- and women-owned firms on state contracts.

Their office reviews applications for certification, provides advocacy services and training opportunities and monitors state contracts for compliance.

In order to be certified as a Minority-owned or Women-owned Business, a minority or women (or both) must:

The Minority and Women's Business Enterprises Division provides advocacy services and training to its clients. Training opportunities and public outreach events are planned to keep the certified firms educated about the state purchasing process and contracting opportunities.

The M/WBED has recently established a Compliance Unit in which state contracts are randomly monitored to ensure that contract participation goals are being attained. In addition, they will investigate concerns that arise out of contract relationships. The Department of Administration has the authority to impose sanctions on contractors that are found in non-compliance.

Their program actively promotes, monitors, and enforces the state's M/WBE participation goals. If you feel that your firm would be eligible for certification, please feel free to contact their office at 317-232-3061. You can visit their website for more information at www.in.gov/idoa/minority/.


TAX PACKET

THE SECRETARY OF STATE DOES NOT ISSUE FEDERAL IDENTIFICATION NUMBERS OR DETERMINE WHETHER A CORPORATION WILL HAVE AN "S" OR A "C" CORPORATE TAX STATUS. THE SECRETARY OF STATE CANNOT GIVE ADVICE REGARDING TAX ISSUES. THESE ISSUES MUST BE DISCUSSED WITH THE INTERNAL REVENUE SERVICE.

Register online with the Department of Revenue to collect Indiana taxes, such as sales tax, food and beverage tax, and more...

For more information, please contact the Internal Revenue Service at 1-800-829-1040.

For IRS Forms Contact 1-800-829-3676

For IRS Online Information: www.irs.gov/

Additional Resources