Indiana: Business Corporation Formation Filing Requirements

Requirements one by one

The public articles and the nonpublic cover page are different records

Under § 23-1-21-1 and § 23-1-21-2, one or more incorporators cause articles to
be filed. The articles state the corporate name, authorized-share count,
initial Indiana registered office and agent, and each incorporator's name and
address. Current Form 4159 also places the principal-office address on the
public articles.

Under § 23-0.5-3-2, the name carries a corporate designator. If the articles do
not narrow purpose or duration, § 23-1-22-1 and § 23-1-22-2 supply the
any-lawful-business and perpetual defaults.

The form's first page is different: it expressly labels the business email,
return address, telephone number, and related cover information as outside the
public record. The filing itself is signed under a perjury verification, while
§ 23-0.5-2-1 supplies the general rule that an authorized signer states the
signer's name and capacity without a seal, acknowledgment, or attestation.

Share classes need charter-level rights before issuance

Under § 23-1-25-1, the articles must prescribe the authorized-share
count. Multiple classes require the count and distinguishing designation of
each class, plus its preferences, limitations, and relative rights before any
shares of that class are issued. The articles must provide voting rights and
rights to net assets on dissolution across one or more classes.

Par value is optional under § 23-1-21-2(b). Form 4159 directs a filer using
more than one class or special share rights to attach that information as
Exhibit A.

The fee and attachments depend on the filing route and address facts

Under § 23-0.5-9-1, the fee is $75 for an electronic filing and $100 for a
non-electronic filing. Under § 23-0.5-2-1, a filer may use hand, mail, or approved
electronic transmission; the current paper form directs filers to INBiz for
online service or to submit the original paper filing and payment to Business
Services.

Under § 23-0.5-4-1 through § 23-0.5-4-3, the corporation designates an Indiana
registered agent and the filing states consent or represents that consent was
given. Form 4159 uses that representation checkbox rather than a separate
consent attachment. It does require State Form 9900382
when the filer invokes the form's remote-residence contact-address option or
identifies a listed incorporator address as a commercial mail receiving agency.

Organization follows the director choice in the articles

Under § 23-1-21-5, named initial directors hold the organizational meeting and
elect or appoint officers, adopt bylaws, and handle other organization business.
If no initial directors are named, the incorporators meet to elect the board
that completes organization. All incorporators may instead sign written consent.

Section 23-1-21-6 requires the incorporators or board to adopt initial bylaws.
After the board exists, § 23-1-34-2 permits unanimous written board consent
unless the articles or bylaws require a meeting.

What trips people up

Initial directors are optional, but that choice changes who completes the next
step. Form 4159 has no dedicated initial-director field, so naming them requires
an added provision rather than assuming they appear elsewhere on the form.

The form's address checkboxes are also substantive filing instructions. A filer
who says the principal office is only a contact address because all business is
conducted remotely from a governing person's residence, or who uses a commercial
mail receiving agency for an incorporator, must include State Form 9900382.

Common questions

What time does a delayed filing take effect if only a date is listed?

Section 23-0.5-2-3 sets the time at 12:01 a.m. on the stated date. The date still
cannot be more than 90 days after filing.

Can unanimous board consent specify its own effective date?

Yes. Section 23-1-34-2 says board consent ordinarily becomes effective when the
last director signs, but the consent may specify a different earlier or later
effective date.

Statutes and sources

• Indiana Code 2026, IC 23-1-21, -22, -25, and -34 and IC 23-0.5-2, -3, -4,
  and -9 — current official chapter PDFs, accessed August 14, 2026.
• Indiana Secretary of State State Form 4159, revision R26 / 01-26 — current
  public and nonpublic fields, signature, filing instructions, conditional
  attachment directions, and paper fee, accessed August 14, 2026.