Form an Indiana Corporation
Form your Indiana (IN) corporation online now. Indiana incorporation has never been easier. Incorporate in Indiana with the Indiana incorporation experts. We will assist you with forming your Indiana corporation, the right way. To get started, simply click on “Order Now.” Please feel free to call us, anytime, with any questions.
Incorporating in Indiana
Incorporating in Indiana can be vital to businesses based of Indiana. At LawInc, we prepare your Indiana corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Indiana corporation Tax ID number and file your Indiana S corporation election with the IRS.
Indiana Incorporation Information
The following Indiana incorporation information will likely be helpful when deciding to incorporate in Indiana.
Indiana Corporation Name
The first step in forming an Indiana corporation is selecting the business name. Indiana corporation names:
- Must contain “Corporation,” “Incorporated,” “Limited,” “Company,” “Corp.,” “Inc.,” “Co.,” or “Ltd.” or words or abbreviations of like import in another language.
An available Indiana corporation name may be reserved for a 120 day period.
LawInc.com permits you to choose up to three names and will conduct a name search for your Indiana corporation, prior to filing.
Indiana Corporation Formation
Indiana Filing Procedure: To incorporate in Indiana, you must file Indiana Articles of Incorporation with the Indiana Secretary of State.
The Indiana Articles of incorporation should include:
- Corporation name.
- Number and classes of shares to be issued.
- Registered agent address.
- Name and address of the incorporator.
Indiana Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure.
Indiana Incorporator: Minimum number of incorporators is one (1) (individual or an entity) and there is no requirement that the incorporator be a resident of Indiana.
Indiana Corporate Directors: The minimum number of directors is 1. An Indiana corporation director must be a natural person at least 18 years old. Directors need not be listed in the articles.
1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.
Indiana Registered Agent: An Indiana corporation must maintain a registered agent and office to receive service of process in Indiana. The Indiana registered agent should be available, at an Indiana physical address, during normal business hours to accept important legal and tax documents on behalf of the Indiana corporation. The registered agent can either be (1) an individual with a physical Indiana address or (2) a corporation authorized to serve as registered agent.
Indiana Corporation Limitation of Directors’ Liability: The articles of incorporation may contain, within the limitations prescribed by the Indiana Business Corporation Law, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
Indiana Corporation Purpose: It is acceptable to state either alone or with a specific purpose clause, The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Indiana Business Corporation Law.
Indiana Professional Corporation: Indiana Professional corporations are corporations organized for the purpose of providing professional services. Typically, professional corporations must be organized for the sole purpose of rendering professional services of the licensed practitioners.
Indiana Corporation Post-Filing Requirements
Indiana Corporation Annual Report: Indiana corporations are required to file biennial reports which are due every two years during the corporations anniversary month. For more information, visit: http://www.in.gov/ai/appfiles/sos-berf/
Indiana Corporate Minutes: Indiana corporations are required to hold and document annual shareholder and director meetings.
Indiana Corporation Taxes
Indiana Corporation Taxes: For information on the Indiana state income tax rate, visit: http://www.in.gov/dor
Indiana C Corporation: All Indiana corporations formed by default are “C” corporations. An Indiana C corporation is an Indiana corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Indiana C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Indiana C corporations offer many planning and benefit opportunities.
Indiana S Corporation: An Indiana S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Indiana S corporations are not subject to the double taxation C corporations encounter. The State of Indiana recognizes S corporation status. Indiana does not require a state election. However, Indiana S corporations are still subject to a separate 1.5% S corporation fee, which is based on the corporation’s net income.
These are the 3 main advantages of forming an S corporation:
- No double taxation: One of the main advantages of S corporation status is that it avoids the double taxation that occurs with a regular C corporation. In a C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
- Loss deductions: The availability of losses. Shareholders of an S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a C corporation, however, may offset only the corporation’s earnings.
- Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All Indiana corporations should obtain an EIN.
Indiana Corporation Dissolution
Indiana Corporation State Dissolution requirements: An Indiana corporation can be voluntarily dissolved by filing Articles of Dissolution.
Indiana Corporation Federal/IRS Dissolution requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.