Chapter 11 - Important Terms and Concerns
Registered Agent: All Corporations, Limited Liability Companies, Limited Partnerships, and Limited Liability Partnerships must maintain a Registered Agent and Registered Address within the State of Indiana. The Registered Agent is the legal representative and contact for the business. The Registered Agent cannot be the business entity itself. The Registered Agent may be a person or another formal business association which was incorporated (or qualified) in Indiana and which maintains a valid Registered Agent in Indiana. The business address of the Registered Agent must be identical to the office address. A Post Office Box number is not sufficient unless a rural route number is part of the address.
Business Entity Reports: All Corporations and Limited Liability Companies must file Biennial Reports along with a $50.00 fee ($32.00 for online filing). Nonprofit Corporations file a Business Entity Report biennially along with a $10.00 filing fee ($7.14 for online filing). This report is filed every year and is due in the month in which the corporation was incorporated. As a service the Secretary of State mails a reminder to each entity, but it is the responsibility of the business to file the report. If a for profit entity is formed in an even year, the report is filed every even year; if incorporated in an odd year, the report is filed every odd year. The report is due during the month in which the entity was incorporated. Filings can be done online through the Secretary of State's Web site here
Administrative Dissolution and Revocation: All Formal Associations are susceptible to administrative dissolution. Grounds for dissolution include failure to file Biennial Reports and failure to maintain a Registered Agent and office. Note: While administratively dissolved the corporation may not carry on any business except that which is necessary to wind up and liquidate its business and affairs. IC 23-1-46-2(c). If the business is administratively dissolved, the business may file an Application for Reinstatement. IC 23-1-46-3. Reinstatment can be completed online via INBiz or by paper.
DBAs:If a business is using a name other than its official name, it must file a Certificate of Assumed Business Name with the Secretary of State. Example: Smith Brothers, Inc., d.b.a. Smith's Restaurant. (IC 23-15-1-1). Sole Proprietorships and General Partnerships need only file at the County Recorder level. Example: John Doe operates a business as a Sole Proprietor; d.b.a. John's Plumbing Service.
Management: Management of a corporation is vested in the Board of Directors (IC 23-1-33-1). Directors are elected at the initial shareholder meeting and subsequent annual shareholder meetings (IC 23-1-33-3(c)). Officers are elected or appointed by the directors (or appointed by a duly elected or appointed officer) in accordance with the by-laws of the corporation (IC 23-1-36-1). Officers have the powers set forth in the by-laws or those provided by the directors (IC 23-1-36-2). One person may be the sole director and sole officer.
Authorized Shares: Every corporation must issue shares of stock. Shares represent ownership of the corporation. The corporation, itself, owns the assets. The number of authorized shares is what may be issued. For example, a corporation may be authorized to issue 1,000 shares, but only issue 200. You may purchase blank stock certificates and issue them to those who own an interest in the corporation. Stock certificates can be purchased at various office product stores.