INCORPORATION OF LIMITED LIABILITY COMPANIES

The laws relating to incorporation of Limited Liability Company (LLC) in Indiana is governed by the Title 23 of the Indiana Code.  An LLC is a formal association, which combines the advantage of a corporation's limited liability and the flexibility and single taxation of a general partnership. An LLC has members rather than shareholders. A member enjoys protections from the liabilities and debts of the LLC. Although not required by law, an LLC should operate under an Operating Agreement, which is like a Partnership Agreement.

 

 

PROCEDURE TO FORM AN LLC

 

To form an LLC in the State of Indiana one may require to follow the following steps:

 

·        Applying for the availability of the desired name for the LLC

·        Reserving the Name

·        Filing of Articles of Organization

 

 

APPLYING FOR THE AVAILABILITY OF NAME FOR THE LLC

 

The Check Name Availability search helps the user determine if a business entity legal name may be available for use. It is only a preliminary search, meaning the name cannot be guaranteed as available until the final processing is completed at the time of filing.

 

The person wishing to incorporate LLC first they have to find out a suitable name available for the LLC. Following are the guidelines our office uses when checking for name availability at the time of processing a filing:

 

A name is distinguishable if:

a.      it contains different letters, numerals or words.

b.      it has a different sequence of letters or numerals from other names on the Secretary of State's records.

c.      if the roots of the words are the same but the words are in a different order.

 

The following are not distinguishing characteristics:

a.      the choice of the word indicating corporateness, e.g. corporation, inc., etc.

b.      the use of articles such as "the", "an" or "a"

c.      differences in punctuation

d.      differences in capitalization

e.      plurals or possessives

f.        hyphenation or combining words

g.      the words "and" and "&" are interchangeable upon the records of the Secretary of State

h.      numbers in arabic, roman or as a word are treated the same.

 

 

NAME RESERVATION

 

The application to reserve a name of LLC using which it can run its business may be filed with the Secretary of the State. The name of a limited liability company must contain the words "Limited Liability Company" or "Limited Company," or the abbreviations "L.L.C.," "LLC," "L.C.," "LC," or "Ltd. Co."  The word "Company" or the abbreviations "Co." or "Ltd." is not sufficient. 

 

However, a limited liability company formed is not required to change its name. While applying for the name of a limited liability company care shall be taken that the name so applied may not be the same as, or deceptively similar to, the name of an existing limited liability company, corporation, limited partnership, or a name that has been reserved or registered for a limited liability company, corporation or limited partnership. 

 

A name may be similar if a written consent is obtained from the entity with the similar name. The name shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of organization.

 

The use of a limited liability company name in this state in violation of the rights of another under the Trademark law, the Assumed Business or Professional Name Act, or the common law.

 

A limited liability company name may be reserved for a period of 120 days by filing with the secretary of state two copies of an application executed by the applicant or an attorney or agent for the applicant, together with the filing fee of $20.00.

 

 

FILING OF ARTICLES OF ORGANIZATION

 

After obtaining the desired name and get it reserved the promoter may file the articles of organization with the secretary of the state. A limited liability company is formed by filing articles of organization with the secretary of state. 

 

Articles of Organization must include the following:

·        the name of the LLC, which must end with "Limited Liability Company" or" LLC";

·        the period of duration of the LLC;

·        the name and street address of the Registered Agent;

·        if the operating agreement vests management in a manager(s), a statement to that effect;

·        the signature of at least one organizer, member or manager; and

·        Filing fee.

 

  

FEE SCHEDULE

DOMESTIC
1. Articles of Organization	$90.00
2. Notice of Change of registered agent or registered office or both	No Fee
3. Statement of resignation of agent	No Fee
4. All other filings	$30.00

 

CERTIFICATIONS
1. Certificate of Existence (Good Standings)	$15.00
2. Certificate of Fact	$15.00
3. Certified Copies	$15.00 plus $1.00 per page
4. Copies of corporate documents on file	$1.00 per page
5. Certificate of Existence Long Form	$30.00
6. Information Print Out	No Fee

NAMES
1. Application for Reserved Name (for 120 days)	$20.00
2. Application for Renewal of Reserved Name	$20.00
3. Notice of Transfer of Reserved Name	$20.00
4. Application for Registered Name	$30.00 (Foreign corporation only)

FORMS

 

Limited Liability Companies – Domestic
Form No.	Purpose
117	Articles of Organization
118	Articles of Amendment
119	Articles of Merger
120	Articles of Dissolution