What is a Foreign LLC in Indiana – Definition and Filing


Steve Bennett
Steve Bennett
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If you have an LLC in Indiana and want to expand your business beyond Indiana, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Indiana, must file a foreign LLC in Indiana. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Indiana government.

In this article, you’ll be reading about how to start a foreign LLC in Indiana. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Indiana after you form it.

Forming a Foreign LLC in Indiana

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Indiana, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Indiana) and wants to expand their operations in Indiana can file their LLC as a foreign entity. To start a foreign LLC in Indiana, you need to register it with the Indiana Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Indiana for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Indiana. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Existence From Home State

llc formation document

Before you proceed to register your LLC in Indiana as a foreign entity, you must get the Certificate of Existence issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Indiana, then you must obtain the Certificate of Existence from Indiana Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Indiana must get this document to register a foreign LLC in Indiana.

Filing Certificate of Existence: In Indiana, obtaining a Certificate of Status requires one to Log in and Order a Certificate of Existence via the online channel. Log in to the SOS portal and place the request for the Certificate of Existence in Indiana.

Step 2: Choose Indiana Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Indiana Secretary of State. Your LLC’s legal name outside of Indiana will be listed on the application, along with the name it will use in Indiana. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Indiana to use. Check name availability at Indiana’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Indiana when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Indiana Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Indiana, you must have a registered agent from Indiana only. No matter where your domestic LLC is located, you must hire a registered agent from Indiana for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Indiana and take note that the Indiana Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Indiana Foreign LLC

The most important step is to send the application for registration with Indiana SOS. Download the PDF form from the Indiana Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

filing foreign llc
  • LLC’s full legal name.
  • A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
    • DBA filing method in Indiana: two methods, by mail and in person
    • Online: There is no online filing available
    • Offline: For filing offline, you must send the downloaded PDF form or drop it off in person at the Marion County Recorder’s Office, 200 E. Washington Street, Suite T-741, Indianapolis, IN 46204
    • DBA filing fee in Indiana: $35
  • LLC’s principal office and mailing addresses
  • LLC formation state and date.
  • Registered agent’s name and address in Indiana.
  • Date when your LLC will start operations in Indiana.
  • Credit card information is on the last page of the form for the application fee.

Online Filing

For online filing of a foreign LLC in Indiana, you must visit the Secretary of State’s portal. Sign in to SOS with the credentials. If you are not yet registered with the portal then create an account using your name and official email. Once you are done creating your account, verify it and proceed to the foreign LLC registration page to file it online.

Offline Filling

In Indiana, offline filing of a foreign LLC is easy. You must download the Foreign LLC Registration Form. Once, you have the PDF form, make sure to fill it up with the correct and relevant information. The submission of the form takes place via mail or in-person visit to the SOS office at Secretary of State Business Services Division, 302 West Washington Street, Room E018, Indianapolis, IN 46204. The form must be typed or printed.

Foreign LLC Registration Fee in Indiana: The fee for registering a traditional LLC as a foreign entity in Indiana is $125. On the other side, if you’re filing a foreign LLC on behalf of the series LLC (or Master LLC) then the fee will be $250 for the processing of your foreign LLC.

The LLC cost in Indiana, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Indiana’s domestic and foreign LLCs.

Step 5: Determine How Your Indiana Foreign LLC is taxed

llc tax

Foreign LLCs are also subjected to the Indiana Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Indiana for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Indiana. However, it is recommended to check with the Indiana Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Indiana Foreign LLC Online – Quick Recap

  1. Get the Certificate of Existence from your home state where your LLC is originally registered
  2. Check if the name of your LLC is available in Indiana to use for your foreign LLC. If not, file DBA name with Indiana SOS.
  3. Get a registered agent in Indiana to represent your foreign LLC in Indiana. Recommended, professional help instead of being your own registered agent.
  4. File the Application of Foreign LLC with the Indiana Secretary of State following the mentioned method(s) above.
  5. Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Indiana with the FinCEN.

After Forming Indiana Foreign LLC

Here are added things you need to accomplish after forming your Indiana Foreign LLC

  1. Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Indiana Secretary of State.
  2. File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Indiana. Here’s everything about Indiana LLC Annual Reports.
  3. Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is the process for forming a foreign LLC in Indiana?
To form a foreign LLC in Indiana, you must file an Application for Certificate of Authority with the Indiana Secretary of State.
What information is required on the Application for Certificate of Authority in Indiana?
The application in Indiana typically requires information such as the name of the LLC, its jurisdiction of formation, its principal office address, and the name and address of its registered agent in Indiana.
Can I use a PO Box as the principal office address for my foreign LLC in Indiana?
No, Indiana requires a physical street address for the principal office address of a foreign LLC.
How long does it take to process the Application for Certificate of Authority in Indiana?
The processing time for the application in Indiana can vary, but it typically takes around 4-6 weeks.
What is the filing fee for the Application for Certificate of Authority in Indiana?
The filing fee for the application in Indiana is $125.
Are there ongoing compliance requirements for a foreign LLC in Indiana?
Yes, foreign LLCs registered in Indiana must file an annual report and pay a fee to the Secretary of State.
Can I operate my foreign LLC in Indiana without obtaining a Certificate of Authority?
No, it is illegal to transact business in Indiana as a foreign LLC without obtaining a Certificate of Authority.
Is a foreign LLC in Indiana subject to Indiana state taxes?
Yes, foreign LLCs conducting business in Indiana are subject to state taxes.
What happens if my foreign LLC fails to file the required reports and pay the annual fee in Indiana?
Failure to comply with the reporting requirements in Indiana can result in penalties and the LLC falling out of good standing.
Can I change the name of my foreign LLC after it has been registered in Indiana?
Yes, you can generally change the name of your foreign LLC in Indiana by filing the necessary paperwork with the Secretary of State.
Do I need to have an operating agreement for my foreign LLC in Indiana?
While not required by law, it is highly recommended to have an operating agreement in place for your foreign LLC in Indiana to establish ownership and operating procedures.
Can I use a DBA (Doing Business As) name for my foreign LLC in Indiana?
Yes, foreign LLCs in Indiana can use a DBA name as long as it is registered with the Secretary of State.
Are foreign LLCs in Indiana required to appoint a registered agent?
Yes, foreign LLCs in Indiana must appoint a registered agent who is designated to receive legal documents and notices on behalf of the LLC.
Can I serve as my own registered agent for my foreign LLC in Indiana?
Yes, you can serve as the registered agent for your foreign LLC in Indiana as long as you have a physical street address in the state.
Is there a publication requirement for a foreign LLC in Indiana?
No, Indiana does not have a publication requirement for foreign LLCs.
Can a foreign LLC convert to a domestic LLC in Indiana?
Yes, foreign LLCs can typically convert to domestic LLCs in Indiana by filing the necessary conversion paperwork with the Secretary of State.
Are there naming restrictions for a foreign LLC in Indiana?
Yes, the name of a foreign LLC in Indiana must be distinguishable from the names of other entities registered in the state.
Can multiple foreign LLCs use the same name in Indiana?
No, each foreign LLC in Indiana must have a unique name that is not already in use by another entity in the state.
Are foreign LLCs in Indiana required to have a Federal Employer Identification Number (FEIN)?
Yes, foreign LLCs in Indiana must obtain a FEIN from the IRS for tax reporting purposes.
Can a foreign LLC in Indiana be managed by its members?
Yes, a foreign LLC in Indiana can be member-managed where the members make the operational and managerial decisions.
What is the liability protection for members of a foreign LLC in Indiana?
Members of a foreign LLC in Indiana typically have limited liability protection, meaning their personal assets are generally not at risk for company debts.
Are foreign LLCs in Indiana required to hold annual meetings?
No, there is no requirement for foreign LLCs in Indiana to hold annual meetings unless specified in the operating agreement.
Can a foreign LLC in Indiana be dissolved voluntarily?
Yes, a foreign LLC in Indiana can be dissolved voluntarily by filing the appropriate paperwork with the Secretary of State.
What is the process for reinstating a foreign LLC in Indiana if it has been administratively dissolved?
If a foreign LLC in Indiana has been administratively dissolved, it can typically be reinstated by filing the necessary forms and paying any outstanding fees.
Can a foreign LLC in Indiana apply for a Certificate of Existence?
Yes, a foreign LLC in Indiana can apply for a Certificate of Existence to demonstrate its current status and good standing with the Secretary of State.
How do I update the information on file with the state for my foreign LLC in Indiana?
You can update the information for your foreign LLC in Indiana by filing an amendment with the Secretary of State to reflect any changes in the company’s structure or details.
Can a foreign LLC in Indiana hold assets in other states or countries?
Yes, a foreign LLC in Indiana can hold assets in other states or countries as part of its business operations.
Are there specific industries or activities that require additional approvals or licenses for foreign LLCs in Indiana?
Certain industries or activities may require additional approvals or licenses for foreign LLCs in Indiana, so it is important to research and comply with any regulations specific to your business operations.
What is the first step to forming a foreign LLC in Indiana?
The first step is to file an Application for Certificate of Authority with the Indiana Secretary of State.
Can I operate my foreign LLC in Indiana without registering?
No, it is illegal to transact business in Indiana as a foreign LLC without obtaining a Certificate of Authority.

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In Conclusion

Having a foreign LLC in Indiana is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Indiana does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Existence to hiring a registered agent in Indiana, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Indiana can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Indiana is a success.

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