Foreign Qualification Application - Preparation Worksheet - Indiana

Indiana Foreign Qualification Preparation Worksheet

Purpose and Scope

Use this worksheet to prepare a Foreign Registration Statement filed with the Indiana Secretary of State, Business Services Division through the INBiz portal (inbiz.in.gov). Indiana recodified its business-entity law into the Uniform Business Organizations Code (UBOC), Ind. Code Article 23-0.5. Under the UBOC, a foreign corporation and a foreign LLC use the same foreign-registration filing (Ind. Code § 23-0.5-5-3) — Indiana no longer issues a separate "certificate of authority." Two tracks are covered:

• Track A — Foreign for-profit corporation.
• Track B — Foreign limited liability company.

Do not file this worksheet. Transfer the completed information to the current INBiz Foreign Registration Statement.

Part 1 — Is Indiana Registration Required?

A foreign entity may not do business in Indiana until it registers with the Secretary of State (Ind. Code § 23-0.5-5-2(a)). A foreign entity doing business without registering may not maintain an action or proceeding in Indiana until it registers (§ 23-0.5-5-2(b)).

Indiana lists activities that do not, by themselves, constitute doing business (§ 23-0.5-5-5(a)), including:

• maintaining, defending, mediating, arbitrating, or settling a proceeding;
• carrying on internal affairs, including meetings of interest holders or governing persons;
• maintaining accounts in financial institutions;
• maintaining offices for the entity's own securities;
• selling through independent contractors;
• soliciting or obtaining orders that require acceptance outside Indiana before becoming contracts;
• making loans or acquiring indebtedness, mortgages, or security interests;
• securing or collecting debts and enforcing related security;
• conducting an isolated transaction completed within thirty (30) days and not in the course of repeated like transactions;
• owning, without more, property; and
• doing business in interstate commerce (§ 23-0.5-5-5(a)(11)).

The list is not exhaustive and does not control taxation, service of process, or regulation under other Indiana law (§ 23-0.5-5-5(c), (d)).

☐ Legal review obtained before relying on a § 23-0.5-5-5 exception

Describe the entity's Indiana activities: [________________________________]

Part 2 — Choose the Correct Track

☐ Track A: foreign for-profit corporation

☐ Track B: foreign limited liability company

Stop and confirm the correct INBiz form and any added requirements if the applicant is a foreign nonprofit corporation, professional entity, benefit corporation, limited partnership, limited liability partnership, or a regulated entity exempt under § 23-0.5-5-2(a).

Part 3 — Current Filing Route and Fee

Fees are subject to change; confirm the current fee on the INBiz fee calculator before paying (online filings add a small card-processing surcharge).

Part 4 — Home-Jurisdiction Existence

The foreign registration statement must be accompanied by a certificate of existence (or similar document) authenticated by the official having custody of the entity's records in its state or country of formation (§ 23-0.5-5-3(10)). The certificate must be no more than 60 days old at the time of filing.

☐ Home-jurisdiction certificate of existence obtained (dated within 60 days)

Part 5 — Foreign Registration Statement Contents (§ 23-0.5-5-3)

Name compliance (§§ 23-0.5-3-1, 23-0.5-5-6): the entity's name must comply with Ind. Code § 23-0.5-3-1 for its entity type (e.g., an LLC name must include "Limited Liability Company," "LLC," or "L.L.C."; a corporation must include a corporate designator). A foreign entity whose name does not comply may not register until it adopts a compliant alternate name for use in Indiana (§ 23-0.5-5-6(a)); after registering under an alternate name it must do business under that alternate name.

Part 6 — Indiana Registered Agent and Registered Office

Every foreign entity must appoint and continuously maintain an Indiana registered agent (Ind. Code § 23-0.5-4-1) with a physical Indiana street address (registered office; no P.O. box). The registered-agent information required on the statement is set by § 23-0.5-4-3(b). A change in the registered agent's name or address must be reported by a statement of change under § 23-0.5-4-6 within 30 days (failure is a ground for revocation, § 23-0.5-5-11(a)(4)).

Part 7 — Execution

The foreign registration statement must be signed by the entity (§ 23-0.5-5-3). Indiana filings are submitted through INBiz; notarization is not required for the Foreign Registration Statement.

Part 8 — Filing Checklist

☐ Foreign Registration Statement selected on INBiz (same form for corporation and LLC)

☐ Filing fee calculated ($108 online / $125 mail)

☐ Exact legal name, alternate name if needed, entity type, jurisdiction, and formation date entered

☐ Home-state certificate of existence (dated within 60 days) attached

☐ Principal office street address entered

☐ Indiana registered agent and registered office (no P.O. box) completed

☐ LLC manager/member statement provided (Track B)

☐ Entity signed the statement

☐ Filed via INBiz or submitted by mail

Part 9 — Ongoing Requirement (Biennial Business Entity Report)

Indiana does not require an annual report. Registered foreign entities must file a Business Entity Report every two years (biennial) under Ind. Code § 23-0.5-2-13, filed on INBiz:

• Due date: the last day of the entity's anniversary month of registration, every other year.
• Fee: $32 online / $50 by paper (for-profit corporations and LLCs); nonprofit corporations pay $22 online / $20 paper.
• The report confirms/updates the registered agent, principal office address, and management/governing persons.

HB 1593 (effective January 1, 2026): the Secretary of State now accepts a biennial report during the 90 days before the month in which it is due (an early-filing window), and the Act adds return-and-cure provisions to the filing process.

Failure to file the biennial report for a foreign entity is a ground for revocation of registration (§ 23-0.5-5-11(a)(2)) — there is no flat monetary late fee, but the entity's status becomes delinquent and its registration may be revoked.

Part 10 — Changes, Withdrawal, and Reinstatement

• Amendment (§ 23-0.5-5-4): file an amended foreign registration statement when required (e.g., a change in the entity's name or type). A change of registered agent/office is a statement of change under § 23-0.5-4-6.
• Withdrawal (§ 23-0.5-5-7): a registered foreign entity withdraws by delivering a statement of withdrawal stating its name and jurisdiction of formation, that it is not doing business in Indiana and withdraws its registration, that it revokes the registered agent's authority, and an address for forwarded service of process. Post-withdrawal service is made under § 23-0.5-4-10.
• Reinstatement (§§ 23-0.5-5-12, 23-0.5-5-13): an entity whose registration is revoked may apply for reinstatement; denial may be appealed under § 23-0.5-5-13.

Part 11 — Consequences of Nonregistration

A foreign entity that does business in Indiana without registering when required:

• may not maintain an action or proceeding in Indiana until it registers (§ 23-0.5-5-2(b));
• is liable for a civil penalty of not more than $10,000, collectible by the Attorney General (§ 23-0.5-5-2(f)); and
• may be enjoined from doing business by the Attorney General (§ 23-0.5-5-14).

Failure to register does not impair the validity of the entity's contracts or acts, does not preclude it from defending a proceeding, and does not waive any liability limitation of an interest holder or governing person (§ 23-0.5-5-2(c), (d)).

Part 12 — Revocation by the Secretary of State (§ 23-0.5-5-11)

The Secretary of State may revoke a foreign entity's registration if the entity: fails to pay any fee, tax, interest, or penalty within 60 days after the due date; fails to deliver a biennial report within 60 days after its due date; has no registered agent; fails to file a statement of change within 30 days of a registered-agent change; or is shown by an authenticated certificate to have dissolved or disappeared by merger. The Secretary gives written notice; the effective date of revocation must be at least 60 days after delivery, and the entity may cure before that date. Revocation appoints the Secretary of State as the entity's agent for service of process for causes of action that arose while it was registered (§ 23-0.5-5-11(e)).

Sources and References

• INBiz — Indiana Secretary of State business portal
• INBiz — Business Entity Reports (biennial; fees)
• Ind. Code § 23-0.5-5-2 — Registration required; failure to register (FindLaw, current as of Jan. 1, 2026)
• Ind. Code § 23-0.5-5-3 — Foreign registration statement (FindLaw, current as of Jan. 1, 2026)
• Ind. Code § 23-0.5-5-5 — Activities not constituting doing business (FindLaw, current as of Jan. 1, 2026)
• Ind. Code § 23-0.5-5-11 — Revocation of registration (FindLaw, current as of Jan. 1, 2026)
• Indiana Code Article 23-0.5 (Justia — chapter/section index)

Verify the live INBiz form and fee and the current text of Ind. Code Article 23-0.5 immediately before filing. (Statutes verified this session on FindLaw, "current as of January 01, 2026," because the official iga.in.gov code pages render only a JavaScript shell.)