Indiana Foreign LLC Registration & Certificate of Authority Guide

1. What is Indiana Foreign LLC Registration?

In Indiana, the term “foreign LLC” does not refer to an international business. It describes a limited liability company that was legally formed outside the State of Indiana—either in another U.S. state or a foreign country—and now wishes to legally conduct business activities within Indiana.

Completing Indiana foreign LLC registration allows your existing LLC to obtain legal authority to transact business in Indiana. This authorization is granted by the Indiana Secretary of State after approval of the Foreign Limited Liability Company Application for Registration, commonly referred to as a Certificate of Authority.

2. When is Indiana foreign LLC registration required?

Indiana requires a foreign LLC to register if the company is considered to be transacting business in Indiana. While Indiana statutes do not provide a single, all-inclusive definition, the following ongoing activities generally trigger the registration requirement:

• Maintaining an office, warehouse, storefront, or other physical business location in Indiana
• Hiring employees or regularly engaging contractors who perform work in Indiana
• Providing services or performing projects physically within Indiana on a recurring basis
• Owning, leasing, or operating income-producing real property in Indiana

Activities that usually do NOT require registration

Certain limited activities are typically exempt from Indiana foreign LLC registration. These may include maintaining a bank account, holding internal company meetings, conducting isolated or one-time transactions, or selling goods through independent distributors. If your LLC establishes a physical or economic presence in Indiana, registration is strongly recommended.

3. Indiana foreign LLC registration requirements

Before submitting your application, ensure the following information and documents are available and accurate:

1. Exact legal LLC name as registered in the formation jurisdiction
2. State or country of formation and original formation date
3. Indiana Registered Agent with a physical street address in Indiana
4. Principal office address and mailing address
5. Business purpose (general lawful purpose statements are accepted)
6. Date business activity began or will begin in Indiana
7. Certificate of Good Standing issued by the formation jurisdiction

Indiana foreign LLC registration authorizes an existing LLC to conduct business within the state while remaining governed by the laws of its original formation.

4. Indiana foreign LLC name rules

Indiana does not require a separate name reservation before filing a foreign LLC application. However, your LLC name must comply with Indiana naming laws and be distinguishable from other business entities registered with the Indiana Secretary of State.

1. Must include LLC, L.L.C., or “Limited Liability Company”
2. Must be distinguishable from existing Indiana business names on record
3. May not include restricted words unless proper authorization is obtained (such as “bank,” “trust,” or “insurance”)
4. If the legal name is unavailable, the LLC must adopt and register an Indiana assumed business name

5. Indiana Registered Agent requirements

Every foreign LLC registered in Indiana must continuously maintain a Registered Agent within the state. The registered agent serves as the official point of contact for:

• Service of process, including lawsuits and legal notices
• Official correspondence from the Indiana Secretary of State
• Compliance-related notices and filing reminders

Who can serve as an Indiana Registered Agent?

1. An individual who resides in Indiana with a physical street address (P.O. Boxes are not permitted)
2. A business entity authorized to provide registered agent services in Indiana

Why many foreign LLCs choose a professional Registered Agent

1. Helps keep personal addresses off public state records
2. Ensures availability during standard business hours
3. Reduces the risk of missed legal or compliance notices
4. Provides continuity when owners or managers are located outside Indiana

6. How to register a foreign LLC in Indiana (step-by-step)

Step 1: Confirm your LLC is active and in good standing

Before filing for Indiana foreign LLC registration, your LLC must be active and in good standing in its formation jurisdiction. Indiana will not approve registration for an LLC that is administratively dissolved or not compliant in its home state.

Step 2: Obtain a Certificate of Good Standing from your home state

Indiana requires a valid Certificate of Good Standing (also known as a Certificate of Existence or Certificate of Status) issued by the LLC’s formation jurisdiction. The certificate must generally be dated within 60 days of filing the Indiana application.

Step 3: Appoint an Indiana Registered Agent

Your foreign LLC must designate a registered agent with a physical street address in Indiana. The registered agent must be available during normal business hours to accept legal documents and official state notices.

Step 4: File the Foreign LLC Application for Registration

Submit the Foreign Limited Liability Company Application for Registration with the Indiana Secretary of State. Approval of this filing grants your LLC authority to transact business within Indiana.

• Enter the LLC’s legal name exactly as registered in the home jurisdiction
• List the state or country of formation and original formation date
• Attach a current Certificate of Good Standing
• Provide the principal office and mailing address
• Identify the Indiana registered agent and registered office address
• State the date business activity began or will begin in Indiana

Indiana filing fee: $150 for foreign LLC registration (online and paper filings are accepted).

Step 5: Receive approval and authority to operate

Once approved, the Indiana Secretary of State issues confirmation granting your LLC authority to conduct business in Indiana. Processing times vary, but online filings are typically approved faster than mailed submissions. Approval documents should be retained for banking, licensing, and compliance purposes.

7. After approval: Indiana taxes, licenses, and banking

A) Indiana state taxes

Once registered, a foreign LLC operating in Indiana is subject to applicable Indiana tax obligations based on its business activity and federal tax classification. Common tax responsibilities may include:

• Indiana adjusted gross income tax or pass-through reporting for LLCs taxed as partnerships or disregarded entities
• Indiana corporate income tax if the LLC elects to be taxed as a corporation
• Sales and use tax if the LLC sells taxable goods or services within Indiana
• Employer withholding tax if the LLC has employees working in Indiana

B) Local business licenses and permits

Indiana does not issue a general statewide business license. However, foreign LLCs may be required to obtain local permits or licenses at the city or county level depending on business location and industry. Regulated activities such as construction, professional services, food service, or transportation often require additional approvals.

C) EIN and banking

Registering as a foreign LLC in Indiana does not create a new legal entity. Most foreign LLCs continue using their existing Employer Identification Number (EIN) issued by the Internal Revenue Service. Indiana registration does not require applying for a new EIN.

Financial institutions may still request the following when opening or maintaining accounts tied to Indiana operations:

• Indiana foreign LLC approval documentation
• Certificate of Authority issued by the Indiana Secretary of State
• LLC Operating Agreement
• EIN confirmation letter from the IRS (EIN resource)
• Identification for members or managers

8. Indiana foreign LLC fees & ongoing costs

• Foreign LLC Application for Registration: $150 Indiana Secretary of State filing fee
• Certificate of Good Standing (home jurisdiction): Cost varies depending on the formation state or country
• Indiana Registered Agent service: typically $100–$300 per year
• Indiana Business Entity Report: $75 filing fee
• Local licenses and permits: cost varies by city, county, and regulated activity

9. Indiana foreign LLC compliance tips

• Maintain an active Indiana registered agent at all times
• File the Indiana Business Entity Report every two years by the assigned due date
• Keep the LLC in good standing in its formation jurisdiction
• Monitor Indiana tax registrations and filing obligations
• Retain copies of registration approvals, tax filings, and compliance documents in an organized system

10. Conclusion

Indiana foreign LLC registration enables an existing LLC to lawfully expand and operate within Indiana while continuing to be governed by the laws of its original formation jurisdiction. By appointing a registered agent, filing the required application, and meeting ongoing reporting and tax obligations, foreign LLCs can operate in Indiana with legal certainty.

With FormLLC, founders receive structured guidance, jurisdiction-specific clarity, and compliance-focused support to complete Indiana foreign LLC registration correctly and maintain good standing long term.