Find out how to qualify your LLC to conduct business in Indiana.
If you own a company that was founded in a state other than Indiana, you must qualify or register it in Indiana in order to conduct business there. The requirements for qualifying your international (non-Indiana) limited liability corporation (LLC) to conduct business in Indiana are summarized here.
What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Indiana. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Colorado, for example, an LLC founded in Arizona is a foreign LLC.
Doing Business in Indiana
If you are “transacting business” in Indiana, you must register your foreign company with the state, according to Indiana’s LLC Act. What exactly does this mean? Well, Indiana’s LLC Act, like most others, does not define the word “transacting business” in connection to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Indiana’s LLC Act, like other states’, outlines some actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal LLC affairs such as holding member or manager meetings having a bank account in the state having an office, agency, or persons in the state for handling your company’s own securities selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts making loans or creating or acquiring indebtedness, mortgages, obligors, obligors, obligors, obligors, o
The LLC Act further specifies that the latter list is not complete; additional activities may be excluded as well. Check Section 23-18-11-2 of the Indiana Code for a complete legal definition of each of the listed things.
If your LLC’s only operation in Indiana is one or more of the activities mentioned above, you should not be required to register with the state.
Authority Certificate
You must submit an Application for Certificate of Authority: Foreign Limited Liability Company with the Indiana Secretary of State to register your company in Indiana. The application form (Form 49464) may be downloaded on the SOS website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. In particular, for an Indiana application, you must provide:
If required, the name of your LLC as registered in the state where it was formed, as well as a fictitious name your LLC will use while doing business in Indiana.
the name of your LLC’s registered agent in Indiana the street location of your LLC’s primary office
the Indiana street address of your LLC’s registered office
a declaration that the registered agent listed in your application has agreed to function in that capacity; the date your LLC was formed; the state in which your LLC was formed; and the length of your LLC
An indicator of whether your LLC is member-managed or manager-managed, as well as an approved signature.
With your application, you must attach an authentic certificate of existence. The certificate must be granted by the appropriate body in the state where your LLC is registered. The certificate must have been issued within the previous 60 days. The price for filing is $90.
What Happens If You Do Not Sign Up?
If your LLC does business in Indiana without authorization, it will be unable to file a case in any of the state’s courts. Furthermore, the LLC is subject to a civil penalty of up to $10,000. However, not being registered does not render your LLC’s obligations null and void or bar it from defending a lawsuit in Indiana.
Creating an Indiana Foreign Corporation
The regulations and standards for international qualifying in Indiana are identical whether your company is structured as a corporation rather than an LLC. You must, however, utilize a separate application form. For paperwork, information, and filing requirements for registering a foreign company in Indiana, visit the Indiana Secretary of State’s website.