Incorporation refers to the act of forming a corporation. In Indiana, the requirements for incorporation are set forth in the state's corporate statute and include choosing a name, choosing a form, selecting a registered agent, selecting an incorporator, and then entering this information in the articles of incorporation and filing the articles with the Indiana Secretary of State. The corporation itself assumes all liabilities and debts of the business. Owners are known as shareholders and are protected from the corporation's debts and liabilities.
Indiana law requires that the name of a corporation be distinguishable from the names of other corporations registered in the state of Indiana. Once you have chosen an available name, file an application to reserve the name for 120 days or proceed to incorporate your business. You can check the availability of a name by using the business entity name search engine on the Indiana Secretary of State website or by calling the "Name Availability Line" at 317 232-6576. If you are forming a corporation or nonprofit corporation, your corporate name must include a suffix such as "Corporation'' or "Incorporated." If you are forming a professional corporation, your corporate name must include a suffix such as "Professional Corporation'' or "Professional association.''
In Indiana, you can incorporate a corporation, nonprofit corporation or a professional corporation. In general, corporations are formed for the purpose of generating profit for the shareholders. Nonprofit corporations are formed for some charitable purpose and may qualify for federal income tax and other tax breaks. Professional corporations are formed to render professional services, such as accounting, legal and medical services. Each corporate form has distinct laws that govern how the corporation can be run. For example, professional corporations must have at least one shareholder qualified in the state of Indiana and one shareholder qualified under the laws of another state; for example, when a law firm that forms a professional corporation, at least one attorney must be licensed in Indiana and at least one attorney should be licensed in a different state.
A registered agent is an individual or business entity -- distinct from the business entity you wish to incorporate -- designated to receive legal documents, such as tax notices and service of process, for the corporation. To incorporate a business in Indiana, you must have a registered agent located within the state of Indiana.
To incorporate in Indiana, you must have at least one incorporator. The incorporator is the individual who fills out and files the articles of incorporation. He must include his name, along with his address, in the articles of incorporation.
Articles of Incorporation
The articles of incorporation is a document that once prepared and filed with the Indiana Secretary of State results in the formation of the corporation. Upon acceptance of the articles, business as an incorporated entity can commence. The articles require certain basic information depending on the corporate form. For a for-profit corporation, the articles must include the name of the corporation, name and address of the registered agent and incorporator(s), and the number of shares of stock that the corporation is authorized to issue. For a nonprofit corporation, the articles must include the name of the corporation, a statement of purpose, the name and address of the registered agent and incorporator(s), a statement as to whether the corporation will have members, and a statement as to how the assets will be distributed if the nonprofit dissolves. Professional corporations must include the same information as for-profit corporations, along with the names and license numbers (if applicable) of all shareholders and directors.
In addition to submitting the completed articles of incorporation, you will need to submit a filing fee. Up to date fee schedules can be found on the Indiana Secretary of State: Fee Schedule website.