Indiana Articles of Incorporation: Definition, Purpose

What are Indiana Articles of Incorporation?

Indiana articles of incorporation are a legal document required to establish a corporation in the state of Indiana. Articles of incorporation must be filed with and approved by the Indiana Secretary to be valid.

There are several types of entities that a new business owner can choose from when establishing a company, but corporations are a popular choice due to the benefits this business formation offers.

Corporations, whether an S Corp or a C Corp, are separate legal entities from the officers and directors who operate the business. That means the officers and directors and any other individuals or entities associated with the business are shielded from most types of liability arising from the business. In addition, corporations provide owners with various tax benefits and exemptions that other entities, like a sole proprietorship, do not.

The primary purpose of articles of incorporation is to establish a company within a state. The articles are used to inform the state and its residents about the essential aspects of the business, like who owns the business, the purpose of the business, and the amounts of authorized shares and common stock in the business.

How Do I Find Articles of Incorporation in Indiana?

Articles of incorporation for businesses registered in Indiana can be found on the Indiana Secretary of State Business web page. Follow these steps:

1. From the website, locate the tab for business entities.
2. From here, you will be directed to a search engine that allows you to search all registered business entities in Indiana.
3. Once you locate the business you are searching for, you can see all pertinent information about that entity.
4. On the bottom of the page, you have the option to request certified copies.

Indiana allows you to download certified copies of articles of incorporation for any business entity free of charge.

Does Indiana Require Articles of Incorporation?

To incorporate a business in Indiana, you must file articles of incorporation and pay a filing fee. Without this formation document, you cannot operate your business as a corporation in Indiana.

Indiana Articles of Incorporation Example

[Your Company Name]

ARTICLES OF INCORPORATION

OF

[YOUR COMPANY NAME]

An Indiana For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose for which this corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Indiana Business Corporation Law.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. REGISTERED OFFICE AND AGENT

The address of the initial registered office of this corporation in the State of Indiana is:

[Registered Office Street Address] [City, State, Zip Code]

The name of its initial registered agent at that address is [Registered Agent's Name].

V. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

VI. DIRECTORS

The number of directors constituting the initial board of directors is [Number of Directors], and the names and addresses of the persons who are to serve as the initial directors are:

[Director 1's Name] [Director 1's Street Address] [City, State, Zip Code]

[Director 2's Name] [Director 2's Street Address] [City, State, Zip Code]

[Additional Directors, if applicable]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in Indiana. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in Indiana?

Indiana state laws govern what information must be included in articles of incorporation. Depending on the type of corporation you are forming, you may need to provide additional information.

According to the statute IC 23-1-21-2, the following information must be included in basic articles of incorporation:

• Corporation name. The name of the corporation must include the word "Corporation," "Company," "Incorporated," "Limited," or an abbreviation of one of these.
• Registered agent. The registered agent is the party who has been designated to receive legal documents on behalf of the corporation. This person must have a physical address in Indiana. An officer or director can be the registered agent or a company can hire a third party to act as the registered agent.
• Shares. The number of shares of stock the corporation is authorized to issue.
• Incorporators. The name and address of all the incorporators. Incorporators are the individuals filing the articles.
• Signatures. The original signature of the all the incorporators.

When filing articles of incorporation, the incorporator must submit a $90 filing fee. Articles submitted without this fee will not be processed.

If you are unsure how to fill out articles of incorporation or what information your business must provide, it is highly recommended that you consult with an experienced business attorney. An attorney who is familiar with drafting articles of incorporation will be knowledgeable about Indiana laws and can ensure that your incorporation articles include all necessary information.

Relevant Laws

• IC 23-1-21-2 Articles of incorporation; contents
• IC 23-1-21-3 Date of corporate existence; filing of articles as evidence of valid existence
• IC 23-1-21-6 Bylaws
• IC 23-1-26- Chapter 26. Issuance of Shares