An Indiana corporation is an independent legal entity, created under state law that owns its own assets and debts. Because of this, shareholders are not personally liable for the corporation's debts. Setting up a corporation in Indiana is a relatively simply process. You can set up an Indiana corporation that doesn't even do business in Indiana.
Choosing a Name
You must choose a unique name for your corporation. You can check to make sure no other Indiana business is using it by performing a business name availability search on the website of the Indiana Secretary of State. Under Indiana law, you must include one of several suffixes in your corporate name: "Corporation," "Incorporated," "Company," "Limited," or the abbreviation thereof such as "Corp.," "Inc.," "Co.," or "Ltd." You can also use a foreign translation of one of these suffixes. You can reserve a corporate name for 120 days by paying a small filing fee.
Filing the Paperwork
The only paperwork you need to complete to start an Indiana corporation is a one-page document -- the articles of incorporation -- which you can file online for a small filing fee. In addition to the corporation's legal name, you must name a registered agent with an Indiana street address, who will receive the corporation's official correspondence. You must also list the number of authorized shares, the corporation's purpose and duration, and its principal office address. Finally, you must list the names and addresses of the incorporators -- the people who guarantee the accuracy of the articles of incorporation and appoint the corporation's directors.
Drafting the Bylaws
Indiana law requires corporations to adopt a set of bylaws that contain provisions for "managing the business and regulating the affairs of the corporation." The law specifies no further details, but does prohibit the bylaws from containing any provision conflicting with Indiana corporate law or the articles of incorporation. The corporation must keep a copy of the bylaws at corporate headquarters or with the registered agent. The bylaws could become a very important legal document in the event of a lawsuit.
Holding the Organizational Meeting
If the articles of incorporation name the corporate directors, they must convene an organizational meeting to elect or appoint officers, adopt bylaws and conduct any other preliminary business such as authorizing the issuance of shares and the opening of a corporate bank account. If directors are not named in the articles of incorporation, the incorporators must appoint directors to convene the organizational meeting.
References & Resources
- Indiana Secretary of State: An Entrepreneur's Guide to Starting A Business in Indiana
- Citizen Media Law Project: Forming a Corporation in Indiana
- Indiana Code: Chapter 21: Incorporation
- Indiana Secretary of State: Articles of Incorporation
- Indiana Secretary of State: Business Services Online
- Fee Legal Aid: Sample Bylaws for an Indiana Corporation
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