How to Start an LLC in Indiana

Should you form an Indiana LLC?

Home-state LLCs keep filings, taxes, and enforcement in one jurisdiction. This tab mirrors the conversation I have during intake: we map your footprint, investors, and regulatory profile to determine if Indiana is the right base.

Scenario planner

Decision flow (summarized)

1. Where is management located? If Indiana, stay home. If elsewhere, consider that home state or Delaware.
2. Who invests? Family + friends? Indiana LLC fine. Institutional venture? Delaware C-corp.
3. Licensing overlay? Some professions require professional LLC or PLLC; check board rules early.
4. Asset segregation needs? If yes, evaluate series LLC or multi-entity stack; Indiana allows both.

Scenario narratives

Decision FAQ

LLC vs corporation vs other states

Investors, regulators, and lenders judge you on governance discipline. Here’s how an Indiana LLC stacks up against Indiana corporations and popular “alternative” states.

Indiana LLC vs Indiana corporation

Indiana vs Delaware / Wyoming

Comparison matrix (compliance workload)

Investor readiness checklist

• Do you have audited or review-level financials? If not, investors may request a conversion to an entity with clearer governance, often a corporation.
• Can you issue equity incentives under your operating agreement? If not, plan to add profits interests or convert to stock.
• Do you have drag-along, tag-along, and information rights documented? Investors expect these baseline protections.
• Is there a plan for board or advisory governance? Even LLCs can emulate corporate-style boards.
• Have you prepared a conversion roadmap (tax analysis, timing, consents) in case a Series A term sheet demands Delaware?

Professional entity comparison

Step-by-step formation process

This is the flow I follow when handling Indiana LLC engagements. Each step references the legal authority, INBiz workflow, and law-office checklist.

1. Choose and reserve a name. Must include “Limited Liability Company,” “LLC,” or “L.L.C.” (IC 23-18-2-4). Run INBiz availability search. Optional: reserve for 120 days via INBiz ($10) if you need time to close on assets or finalize financing.
2. Designate a registered agent. Individual or company with an Indiana street address open during business hours. If you self-appoint, build a mail-forwarding plan; missed service equals default judgments. I typically serve as RA when handling ongoing counsel engagements.
3. Determine management structure. Member-managed is default; manager-managed must be stated in Articles. Decide on officer titles, decision thresholds, and delegations. Outline these in the operating agreement to avoid rewrites.
4. Prepare Articles of Organization (INBiz or Form 49459).
   • Name exactly as reserved; include designator.
   • Principal office street address (can be out-of-state, but I prefer local for clarity).
   • Registered agent name + address.
   • Management statement (member vs manager-managed).
   • Duration (perpetual if blank) and series authorization if needed.
5. Draft and sign the operating agreement. Under IC 23-18-4-4 you can modify fiduciary duties, indemnification, distributions, and transfer rights. Cover contributions, voting, buy-sell triggers, deadlock solutions, expulsion, and dissolution. For single-member LLCs, include charging-order and succession provisions.
6. Secure EIN + tax accounts. Use IRS online portal for immediate EIN. Register with DOR INTax for sales/use/withholding and DWD Uplink for unemployment if hiring. If planning PTET or S-election, flag deadlines now.
7. Open bank accounts + accounting. Provide bank with Articles, EIN letter, operating agreement, and resolutions. Set up accounting software (QuickBooks, Xero) with chart of accounts tailored for PTET and series reporting. Keep separate accounts for each protected series.
8. Handle local licensing. County/city business licenses, zoning, occupancy, health permits, contractor or trades licenses, sales tax certificates, and any industry-specific approvals.
9. Document initial actions. Organizer consent, member admission, unit issuance, IP & asset assignments, indemnification agreements, confidentiality policies, and insurance binders.
10. Build compliance binder. Digital + physical copies of Articles, operating agreement, EIN, banking, insurance, payroll, PTET elections, and calendars for biennial reports.

Detailed step table

First 90 days timeline

Operating agreement clause library

• Management powers: specify what requires unanimous consent vs majority vs manager approval.
• Capital calls: set method, timeline, remedies for non-contributing members.
• Transfer restrictions: rights of first refusal, drag-along, tag-along, permitted transferees, estate planning hooks.
• Exit mechanisms: buy-sell triggers (death, disability, termination, bankruptcy), valuation methods, payment schedules.
• Series annex: describe each protected series, managers, members, and property assignments.

Document inventory checklist

Minute book builder

1. Create a digital + physical binder with labeled tabs (formation, governance, tax, licenses, contracts).
2. Store signed PDFs with naming conventions (YYYY-MM-DD_Action.pdf).
3. Record each consent or meeting, even if single-member; include agenda, decisions, attachments.
4. Link accounting entries to supporting documents for quick audits.
5. Schedule quarterly reviews to ensure new contracts or amendments are added.

Drafting tips

• Define “Cause” for removal or buyout to prevent disputes about what triggers expulsion.
• Include deadlock provisions (mediation, buy-sell, arbitration) for 50/50 ownership structures.
• Specify valuation methods for buyouts (appraisal, formula, agreed-upon value) to avoid litigation.
• Document how new members are admitted and what consents are required.
• For series LLCs, include cross-collateralization restrictions and funding procedures.

Costs & budgeting

Plan beyond the $95 filing fee. This tab maps out state fees, professional services, bookkeeping, and contingency funds for disputes or reorganizations.

Budget scenarios

Budget worksheet (sample)

Cost guardrails

Ongoing compliance & calendars

Administrative dissolutions, default judgments, and tax penalties usually stem from missed filings. Use this tab to map every recurring obligation.

Biennial Business Entity Report

• Due: Anniversary month every two years.
• Fee: $32 online / $50 paper.
• Info updated: principal office, registered agent, managers/members.
• Penalty: Administrative dissolution if two consecutive reports are missed; reinstatement requires back fees.

Annual calendar sample

Document retention essentials

• Articles, amendments, and certificates of existence.
• Operating agreement + all amendments.
• Membership ledger, capital account records, transfer logs.
• Minutes/consents for major actions (admitting members, loans, property acquisitions).
• Insurance policies, licenses, tax registrations, PTET elections.

County & city licensing cheat sheet

Systems stack

• Legal: Document management (NetDocuments, Clio), secure e-sign tools for member consents.
• Accounting: QuickBooks/Xero with class tracking per series, integrated payroll (Gusto/ADP).
• Compliance: Calendar reminders (Clio, Notion, Asana) with delegated tasks for biennial reports, licenses, PTET deadlines.
• Storage: SharePoint/Google Drive with read-only folders for investors or lenders.

Month-by-month compliance actions

Taxes, PTET & S-election strategy

Tax elections are more than forms—they drive payroll, distributions, and audit exposure. This tab explains each classification and when to toggle between them.

Default tax classifications

• Single-member LLC: Disregarded; report on Schedule C/E. Pay self-employment tax on active income. Indiana’s 3% rate applies to taxable income; county tax layered on top.
• Multi-member LLC: Partnership; file Form 1065 + Indiana IT-65. Issue K-1s to members. Withhold for nonresident members if required.

Electing corporate treatment

• C-corp election: File Form 8832. Suitable for reinvestment or prepping for VC conversion. Expect double taxation (21% federal + 4.9% Indiana + dividends taxed to owners).
• S-corp election: File Form 2553 (and 8832 if LLC). Indiana honors automatically. Owners must take reasonable salary (payroll taxes) and can distribute remainder as dividends free of self-employment tax.

S-corp modeling example

PTET (Pass-through entity tax)

Indiana’s PTET lets partnerships and S-corps pay the 3% tax at the entity level so owners can deduct it federally despite the SALT cap. Elections are annual. Outline:

1. Coordinate with CPA during Q1 to evaluate benefits (best for high-income owners with limited W-2 wages).
2. File PTET election via INTax before filing the annual return.
3. Pay PTET installments; credit flows to members through K-1 statements.
4. Track capital accounts separately to reflect PTET payments.

Classification matrix

PTET implementation timeline

1. January: Discuss PTET viability with CPA; estimate taxable income and owner residency.
2. March/April: File PTET election with DOR (or incorporate election with return if deadlines permit).
3. Quarterly: Make PTET estimated payments alongside regular estimates.
4. Year-end: Allocate PTET payments on K-1s; ensure owners claim credits on individual returns.

Tax FAQ

Series LLC mechanics

Series LLCs allow one Indiana LLC to house multiple “protected series” with separate assets and liabilities. They’re powerful for real estate and asset segmentation when managed carefully.

Requirements recap

• Articles must state the LLC may establish series with limited liability between series (IC 23-18.1-2).
• Each series must maintain separate records, bank accounts, and accounting.
• Operating agreement schedules describe each series and its managers/members.
• Contracts should identify the specific series (e.g., “Hoosier Holdings LLC, Series 3”).

Use cases

Risks & cautions

• Other states may not respect internal liability shields; consider separate LLCs when operating outside Indiana.
• Insurance carriers may require separate policies or scheduled endorsements per series.
• Tax filings can be complex; each series may need separate EINs if treated as separate entities for federal tax.

Implementation checklist

1. Authorize series creation in the operating agreement and Articles.
2. Create a schedule for each series (name, purpose, manager, members, assets).
3. Open bank accounts and accounting classes per series.
4. Label contracts, leases, and insurance policies with the exact series name.
5. Maintain internal loan agreements for any inter-series transfers.
6. Prepare annual series summaries to demonstrate separateness.

Series case studies

Foreign LLCs & CTA / BOI updates

Foreign means “formed outside Indiana,” even if still in the U.S. Understand registration triggers and the current CTA/BOI exemption landscape.

Foreign registration triggers

Registration basics

• File Foreign Registration Statement via INBiz ($95 online / $125 paper).
• Submit a certificate of existence from the home state dated within 60 days.
• Appoint an Indiana registered agent.
• File biennial Business Entity Reports like domestic entities.

CTA / BOI status

FinCEN’s March 26, 2025 interim final rule exempts domestic Indiana LLCs from BOI reporting. Only entities formed under foreign law (outside the U.S.) that register to do business here remain “reporting companies.” Action items:

• Even though exempt, maintain ownership ledgers for banks, diligence, and potential rule reversals.
• If you have a foreign parent entity, coordinate BOI filings with international counsel.
• Educate lenders/investors who still ask for BOI receipts—they may not know the exemption.

CTA / BOI scenarios

My services & intake

I’m Sergei Tokmakov, Esq. Every engagement is attorney-led—no paralegal farm, no “free” intake bait-and-switch. Choose the support level that fits your risk tolerance.

Engagement workflow

1. Email owner@terms.law with a short overview (business type, owners, timeline).
2. Book a paid strategy call to confirm scope, timing, and deliverables.
3. Receive engagement letter + invoice; once signed, I draft the entire formation stack.
4. We review documents together, file via INBiz, and launch compliance calendar.

Appendix A: Form & link directory

Appendix B: County economic development contacts (sample)

Appendix C: Extended FAQ

Appendix D: Engagement milestones

1. Initial consult (scope + risks) → deliver engagement letter.
2. Information gathering (members, addresses, contributions, industry).
3. Drafting phase (Articles, OA, resolutions, compliance calendar).
4. Review call to walk through every clause and scenario.
5. INBiz filing + tax registrations.
6. Post-filing follow-up (banking package, insurance referrals).
7. Compliance check-in at 60 days to ensure registrations and payroll are active.

Appendix E: County compliance snapshot

Appendix F: Resource citations

• Indiana Code Title 23 – comprehensive entity statutes.
• Indiana Administrative Code Title 26 – SOS procedures.
• Indiana DOR bulletins – PTET and SALT guidance.
• Indiana DWD Employer Handbook – payroll compliance.
• Indiana Economic Development Corporation incentives map.
• County assessor and recorder sites for property filings.
• Federal SBA district office resources for lending programs.

Appendix G: Intake questionnaire

1. Describe your current business model and revenue streams.
2. List every owner, their ownership percentage, and mailing address.
3. Will any owners contribute property or IP? Provide descriptions and estimated values.
4. Do you plan to admit new members within the next 12 months?
5. Will you hire employees or contractors in Indiana? Provide headcount projections.
6. Do you expect to operate in other states? If yes, which ones?
7. Are you considering an S-corp or PTET election within the first year?
8. List all licenses or permits you currently hold or will need.
9. Are there existing contracts or leases that must be assigned to the LLC?
10. Will you use a series structure? If so, describe each asset cell.
11. Do you need confidentiality or non-compete clauses in the operating agreement?
12. What is your dispute resolution preference (mediation, arbitration, courts)?
13. Any plans for equity incentives or profits interests?
14. List your insurance coverages and renewal dates.
15. Provide your target launch date and any critical deadlines.
16. Identify any investors, lenders, or franchisors requiring specific documents.
17. Do you have existing EINs or tax elections to transfer?
18. Any foreign owners requiring ITINs or FIRPTA planning?
19. Describe your bookkeeping system and who manages it.
20. List risk areas (litigation, regulatory, IP) that keep you up at night.

Appendix H: Engagement FAQ

Appendix I: Risk register

• Regulatory: Missing state or local filings → mitigate with compliance calendar and quarterly reviews.
• Financial: Cash flow shortages for payroll or tax deposits → maintain reserve fund and credit line.
• Operational: Key person dependency → add succession language and cross-training.
• Legal: Undefined buyout terms → implement buy-sell provisions with valuation methods.
• Cyber: No incident response plan → adopt policies, backups, and cybersecurity insurance.
• Insurance: Lapsed policies → set renewal reminders and assign responsibility.
• Governance: Incomplete minutes/consents → standardize templates and quarterly updates.
• Tax: PTET/S-election deadlines → track in calendar and coordinate with CPA.

Appendix J: Communication plan

1. Weekly project emails during formation phase summarizing tasks completed and upcoming items.
2. Shared tracker (Notion/Sheets) with status, owners, deadlines.
3. Secure document portal for sensitive files; avoid email attachments for signed agreements.
4. Quarterly check-ins post-launch to review compliance, tax, and expansion plans.
5. Emergency contact protocol for litigation or regulatory notices (RA escalates within 24 hours).

Appendix K: Due diligence checklist

• Formation documents – Articles, operating agreement, amendments.
• Ownership records – membership ledger, cap table, transfer documents.
• Financial statements – last three years of P&L and balance sheets.
• Tax returns – federal and state filings, PTET elections, S-election confirmations.
• Contracts – customer agreements, vendor contracts, leases, NDAs.
• Licenses/permits – copies with expiration dates.
• Insurance policies – coverage summaries and endorsements.
• Litigation/claims – list of disputes, demands, or regulatory inquiries.
• IP assignments – trademarks, copyrights, trade secret protocols.
• Employee/contractor agreements – offer letters, confidentiality, non-solicits.

Appendix L: Bank readiness table

Appendix M: Post-engagement checklist

1. Upload final signed documents to your secure storage and share with key stakeholders.
2. Confirm EIN, INTax, and Uplink logins are accessible and two-factor authentication is enabled.
3. Forward all compliance calendar reminders to at least two team members.
4. Schedule an annual legal/CPA review meeting before the fiscal year closes.
5. Review insurance coverage annually and adjust limits as revenue grows.
6. Revisit the operating agreement whenever ownership, financing, or governance changes.
7. Document all capital contributions and loans with promissory notes or entry agreements.
8. Update emergency contact info with your registered agent and attorney.

Appendix N: Agency directory

• Secretary of State – Business Services Division (INBiz).
• Indiana Department of Revenue – Taxpayer Advocate + INTax support.
• Indiana Department of Workforce Development – Employer Relations.
• Indiana Economic Development Corporation – incentives and grants.
• Professional Licensing Agency – profession-specific filings.
• Indiana Department of Health – permits for food, childcare, healthcare.
• Department of Environmental Management – wastewater, air permits.
• Department of Transportation – oversize/overweight permits.
• Ports of Indiana – river/rail logistics filings.

Appendix O: Annual board/member agenda prompts

1. Review prior-year financial performance and approve financial statements.
2. Confirm officer appointments and delegations.
3. Approve distributions or retained earnings plans.
4. Review insurance coverage and risk management.
5. Evaluate capital expenditure needs and financing options.
6. Assess compliance status (licenses, taxes, CTA/BOI).
7. Discuss succession planning and talent pipeline.
8. Authorize major contracts, leases, or acquisitions.
9. Revisit strategic goals and update KPIs.

Appendix P: Reading list

• Indiana Business Flexibility Act annotated guide (Indiana State Bar).
• DOR Information Bulletin series for entity taxation updates.
• ABA Checklist for Operating Agreements.
• National Governors Association PTET survey (for multi-state planning).
• FinCEN CTA compliance updates.
• Indiana Economic Development annual report.
• Indiana Chamber “Indiana Vision 2025” competitiveness study.

Appendix Q: Tool stack recommendations

• Entity management: Glean, Carta, or Pulley for cap tables and member ledgers.
• Document automation: Microsoft 365 templates or ContractExpress for consistent consents.
• Task management: Asana, Monday, or ClickUp to track licensing and tax deadlines.
• Communication: Slack/Teams with channels for legal, finance, operations, and compliance.
• Security: 1Password or Bitwarden for credential management; enable MFA everywhere.

Appendix R: Aftercare tips

• Schedule recurring reminders to review this guide and update checklists with new laws or agency changes.
• Share condensed SOPs with staff so compliance tasks are institutional knowledge, not just founder knowledge.
• Bookmark INBiz, INTax, and DWD login URLs with MFA notes.
• Download and archive annual snapshots of your cap table and member consents.
• Plan for periodic legal refresh sessions—every 12–18 months is ideal even for small teams.

Appendix S: Quick contact URLs

• Secretary of State INBiz – inbiz.in.gov
• Department of Revenue INTax – intax.in.gov
• Department of Workforce Development – in.gov/dwd
• Professional Licensing Agency – in.gov/pla
• FinCEN BOI portal – fincen.gov/boi

Appendix T: Update cadence

I refresh this guide whenever Indiana’s statutes, PTET rules, or CTA/BOI requirements shift. Bookmark it, revisit quarterly, and email me when you spot agency changes that should be captured.

• Major revisions occur after legislative sessions or FinCEN rulemaking.
• Minor edits roll out monthly as agencies tweak portals or fees.
• Changelog entries are archived so you can reference prior versions.