Articles of Organization LLC Indiana

What Are Indiana Articles of Organization?

In Indiana, the formation document used to create a Limited Liability Company (LLC) is called the Articles of Organization. Filing the Articles of Organization with the Indiana Secretary of State Business Services Division legally establishes the LLC as a domestic business entity under the Indiana Business Flexibility Act, codified in Title 23, Article 18 of the Indiana Code.

The Articles of Organization serve as the foundational charter of the LLC and formally bring the entity into existence upon acceptance by the Secretary of State. These documents identify the LLC, establish its legal standing, and provide the state with essential information required by statute.

Are Indiana Articles of Organization Required?

Yes. Under Indiana Code § 23-18-2-4, an LLC must file Articles of Organization with the Indiana Secretary of State in order to be legally formed. An LLC does not exist as a legal entity until the Articles are properly filed and accepted.

Failure to file the Articles of Organization means the business is not recognized under Indiana law, and the individuals involved may not receive the limited liability protections afforded to LLC members. Filing establishes the LLC as a separate legal entity capable of entering contracts, owning property, and conducting business in Indiana.

Information Required in Indiana Articles of Organization

Name Requirements

The LLC name must:

• Include an appropriate designator such as “Limited Liability Company,” “LLC,” or “L.L.C.”
• Be distinguishable from the names of other business entities on record with the Indiana Secretary of State
• Avoid words that imply the LLC is engaged in regulated activities (such as banking or insurance) unless proper authorization has been obtained from the relevant state agency

The Articles must state the LLC’s exact legal name as it will appear in state records.

Indiana Registered Agent and Registered Office

Every Indiana LLC must designate both a registered agent and a registered office.

• The registered agent must be an individual resident of Indiana or a business entity authorized to do business in Indiana
• The registered agent must consent to serve in this role
• The registered office must be a physical street address located in Indiana
• A P.O. Box alone is not acceptable as the registered office address

The registered agent is responsible for receiving service of process and official government correspondence on behalf of the LLC.

Management Structure

The Articles of Organization must specify whether the LLC is:

• Member-managed, where the members manage the business directly; or
• Manager-managed, where one or more managers are appointed to manage the LLC

This designation determines who has authority to act on behalf of the LLC and must be clearly stated in the formation documents as required under the Indiana Business Flexibility Act.

Organizer Information

An organizer is the person or entity that prepares, signs, and files the Articles of Organization. Indiana requires at least one organizer.

• Organizers are not required to be LLC members
• There are no Indiana residency requirements for organizers
• The organizer must sign the Articles to certify the accuracy of the information provided

Purpose Statement

Indiana allows LLCs to state a general purpose. The Articles may provide that the LLC is organized to engage in any lawful business activity permitted under Indiana law.

More specific purpose statements are not required unless the LLC will operate in a profession or industry subject to additional licensing or regulatory requirements.

Certificate of Formation Effective Date

The Articles of Organization may specify an effective date. If no delayed effective date is stated, the LLC becomes effective upon filing and acceptance by the Indiana Secretary of State.

Indiana law permits delayed effective dates within statutory limits. During any delayed effective period, the LLC is not yet authorized to conduct business as a legally formed entity.

How to File Indiana Articles of Organization

Online

Indiana provides an electronic filing system through INBiz, the official online business filing portal operated by the Indiana Secretary of State Business Services Division.

Online filings are generally processed more quickly than paper submissions and require payment by approved electronic payment methods. Filers must create or access an Access Indiana account to submit filings through INBiz.

Mail

To file by mail or in person, the filer must complete the official Indiana Articles of Organization (Form 49459) and submit it with the required filing fee to the Indiana Secretary of State Business Services Division.

Paper filings must be properly completed, signed by the organizer, and accompanied by acceptable payment. Processing times for mailed filings are typically longer than for online submissions.

Indiana Articles of Organization Filing Fee

• Filing fee: $100

Additional processing or convenience fees may apply for electronic filings. All filing fees are non-refundable, regardless of whether the filing is approved or rejected.

What Happens After Filing Indiana Articles of Organization?

Once the Articles of Organization are accepted, the LLC is legally formed under Indiana law. The Secretary of State issues confirmation of filing, which serves as official evidence of the LLC’s existence.

After formation, the LLC should:

• Obtain a Federal Employer Identification Number (EIN) from the Internal Revenue Service
• Prepare an Operating Agreement to govern internal management and member relationships
• Register with the Indiana Department of Revenue for applicable state taxes
• File a Business Entity Report with the Indiana Secretary of State every two years to remain in good standing
• Obtain any required state or local licenses or permits

Common Mistakes When Filing Indiana Articles of Organization

1. Using a name that is not distinguishable or lacks a required LLC designator
2. Failing to designate a valid registered agent with a physical Indiana address
3. Submitting unsigned Articles of Organization
4. Omitting the management structure designation
5. Paying the incorrect filing fee or using an unaccepted payment method
6. Using an outdated or incorrect formation form
7. Failing to specify an effective date when a delayed date is intended
8. Providing inaccurate or incomplete organizer information
9. Not filing required biennial Business Entity Reports after formation
10. Operating without an Operating Agreement, leading to internal governance issues