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

Section 23-0.5-9-26 states the statutory fees. The final INBiz checkout total may include a separate processing charge; confirm and record the live total before paying rather than treating a quoted checkout amount as the statutory fee.

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 current Foreign Registration Statement, State Form 56369 (R8 / 01-26), calls for a certificate issued within the last 60 days.

☐ 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, 23-0.5-3-2, 23-0.5-5-6): the entity's name must meet Indiana's name rules for its 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, it must use that alternate name or another name authorized under § 23-0.5-3-4.

Part 6 — Indiana Registered Agent and Registered Office

Every registered foreign entity must continuously maintain an Indiana registered agent (Ind. Code § 23-0.5-4-1). An agent may be an individual, general partnership, domestic filing entity, or registered foreign entity (§ 23-0.5-4-3(a)). For a commercial registered agent, the filing supplies the agent's name; for a noncommercial agent, it supplies the name and Indiana street address (§§ 23-0.5-4-2, -4-3(b)). A represented entity may file a statement of change under § 23-0.5-4-6; failure to file one within 30 days after an agent name or address change 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)

☐ Statutory fee checked ($75 electronic / $125 paper for a for-profit entity); actual INBiz checkout total recorded: $[________]

☐ 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 named; noncommercial agent's Indiana street address 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: every two calendar years, on the schedule assigned by the Secretary of State. Confirm the entity's actual due date in the state filing record.
• Statutory filing fee: $20 electronically or $50 on paper for a for-profit entity; $10 electronically or $20 on paper for a nonprofit corporation (§ 23-0.5-9-34). Confirm any separate checkout charge before payment.
• The report states the registered-agent information and principal-office address. Corporations also report the specified directors and officers; other entity types should follow the current report prompts.

Under current § 23-0.5-2-13(c)–(d), the Secretary of State may accept a report during the 90 days before its due month and must return an incomplete report for correction. A corrected report delivered within 30 days after the effective date of the notice is treated as timely filed.

Failure to file the biennial report within 60 days after its due date is a ground for revocation of registration (§ 23-0.5-5-11(a)(2)).

Part 10 — Changes, Withdrawal, and Reinstatement

• Amendment (§ 23-0.5-5-4): file an amended foreign registration statement when the entity's name, jurisdiction of formation, principal-office street address, or registered-agent information changes. The entity may use a statement of change under § 23-0.5-4-6 for registered-agent information.
• 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, an address for service of process, and a commitment to notify the Secretary of State of a future street-address change. 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 within five years, with the required statements and state-tax clearance; 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 a covered 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 name or address change; or is shown by an authenticated certificate to have dissolved or disappeared by merger. Section 23-0.5-5-11(b) ordinarily calls for written notice, subject to its failed-service and missing-address exception. The effective date of revocation in the notice 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
• Indiana Code 2026, § 23-0.5-9-26 (official chapter PDF)
• Indiana Secretary of State, Foreign Registration Statement (State Form 56369, January 2026)
• Indiana Code 2026, § 23-0.5-9-34 (statutory biennial-report fees)
• Indiana Code 2026, ch. 2 (filing and biennial reports)
• Indiana Code 2026, ch. 3 (entity names)
• Indiana Code 2026, ch. 4 (registered agents)
• Indiana Code 2026, ch. 5 (foreign entities)

Verify the live INBiz checkout total and filing details before submitting the Foreign Registration Statement.