Indiana requires most registered business entities to file a Biennial Business Entity Report with the Indiana Secretary of State. This means the report is due every two years and updates the state with current information about your entity, helping to maintain its active status and good standing. In addition to this, there are annual tax-related filings with the Indiana Department of Revenue (DOR) and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of Indiana is crucial for your entity’s legal operation. While Indiana generally does not impose a monetary late fee for the Biennial Business Entity Report itself, failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Administrative Dissolution/Revocation: If the Biennial Business Entity Report is not filed within 120 days of its due date, the Indiana Secretary of State will administratively dissolve your domestic entity or revoke the authority of your foreign entity to transact business in Indiana.
Loss of Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Indiana courts.
Complex Reinstatement: Reinstatement is a time-consuming and costly process, requiring the filing of all delinquent reports and a reinstatement application, often with a fee. You generally have up to five years to reinstate a dissolved entity.
Specific Requirements by Entity Type in Indiana:
For All Entity Types (LLC, Corporation, Non-Profit, Partnership) in Indiana:
Biennial Business Entity Report (Indiana Secretary of State – INBiz):
Frequency: Biennially (every two years).
Due Date: By the last day of your entity’s anniversary month of its original formation or registration in Indiana. You can generally file as early as 90 days prior to the due date.
Example: If your entity was registered on July 10, 2023, your first report is due by July 31, 2025, and then every two years thereafter (e.g., July 31, 2027, July 31, 2029).
Non-Profit Corporations: $20.00 (online) or $22.00 (mail).
Penalty: No direct monetary late fee from the Secretary of State, but administrative dissolution/revocation after 120 days of delinquency.
Information Required: Entity’s legal name, Indiana Business ID number, principal office street address, mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; managers/members for LLCs; general partners for LPs/LLPs).
Filing Method: Primarily filed online through the INBiz website (inbiz.in.gov). Online filing is generally cheaper and faster.
For Corporations (For-Profit & Professional) in Indiana:
In addition to the Biennial Business Entity Report:
Indiana Corporate Adjusted Gross Income Tax (Indiana Department of Revenue – Form IT-20):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
No Annual Franchise Tax: Indiana does not have a separate corporate franchise tax based on the privilege of doing business.
Extensions: Indiana generally grants an automatic 6-month extension to file if a federal extension (Form 7004) is filed. If no federal extension is filed, a state extension (Form IT-9) may be requested. An extension to file is NOT an extension to pay; payment is still due by the original deadline.
For Limited Liability Companies (LLCs) in Indiana:
In addition to the Biennial Business Entity Report:
Indiana Income Tax: LLCs are generally treated as pass-through entities for Indiana income tax purposes (unless they elect to be taxed as corporations). Income and losses are reported on the owners’ individual Indiana income tax returns (Form IT-40 or IT-40PNR). Indiana does not impose a separate state-level income tax on the LLC itself if treated as a partnership or disregarded entity.
Pass-Through Entity Tax (PTE Tax) Election (Indiana Department of Revenue – Form IT-65 for partnerships, IT-20S for S-Corps):
Effective January 1, 2024, qualifying pass-through entities (including LLCs taxed as partnerships or S-corporations) can elect to pay Indiana income tax at the entity level.
If elected, the entity would file the appropriate partnership or S-corporation return and pay the tax. This can potentially offer a workaround for the federal SALT (State and Local Tax) deduction limitation.
Estimated payments are generally required if the tax liability exceeds $1,000.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Indiana:
In addition to the Biennial Business Entity Report (for LPs, LLPs, LLLPs, and some GPs):
General Partnerships (GPs): Generally, GPs formed by agreement are not required to file a Biennial Business Entity Report with the Indiana Secretary of State unless they have filed a Statement of Partnership Authority. They are subject to federal and state income tax reporting requirements for pass-through entities.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities must file a Biennial Business Entity Report.
Indiana Partnership Return (Indiana Department of Revenue – Form IT-65):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of the taxable year (e.g., March 15th for calendar year filers).
Note: This is an informational return. Partnerships are generally pass-through entities, and the partners pay tax on their share of the income.
Pass-Through Entity Tax (PTE Tax) Election: Partnerships can also elect to pay Indiana income tax at the entity level (Form IT-65 with the PTE election). Estimated payments are generally required if the tax liability exceeds $1,000.
For Non-Profit Corporations in Indiana, please also note the following:
In addition to the Biennial Business Entity Report:
Biennial Business Entity Report Filing Fee:$20.00 (online) or $22.00 (mail).
Note that an initial biennial report is typically not required to be filed in the year the non-profit was incorporated or authorized to transact business, but rather in the second year following formation.
If your non-profit solicits charitable contributions in Indiana (unless specifically exempt, typically religious organizations and those receiving less than $25,000 in contributions and not using a professional fundraiser), you must register and renew annually with the Indiana Attorney General’s Office, Charity Division.
Due Date: Annually, generally by November 15th (for calendar year organizations), or within 4.5 months of your fiscal year-end.
Filing Fee: Varies based on your organization’s annual gross contributions (e.g., $50 for less than $100,000; higher for greater amounts).
Required Attachments: This renewal requires submitting a completed Unified Registration Statement (URS) or Indiana’s specific renewal form, and a copy of your federal IRS Form 990 series return. An audited financial statement may be required for larger organizations.
Penalties: Penalties can apply for late or non-filing.
Indiana Exempt Organization Business Income Tax (Indiana Department of Revenue):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, an Indiana corporate income tax return (Form IT-20) would be filed.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it automatically qualifies as tax-exempt with the State of Indiana for corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Indiana filings typically require verification or updating of the following:
Your entity’s legal name and Indiana Business ID number.
The current principal office street address and mailing address.
The name and physical street address of your Indiana Registered Agent.
For Corporations and Nonprofits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For Partnerships: Names and addresses of all partners (general partners for LPs/LLLPs, all partners for LLPs, or all partners for GPs who have filed a Statement of Partnership Authority).
Updated contact information for the entity.
For Non-Profits: Details on any changes to your board of directors, charitable solicitation activities, and your gross contributions/financial summary for charitable reporting.
How can we assist you? We understand that navigating Indiana’s biennial filing cycle and specific requirements can be challenging. We are here to assist you with understanding and fulfilling your Indiana compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Biennial Business Entity Reports with the Indiana Secretary of State.
Assisting with the preparation and filing of your Indiana tax returns (if applicable), including advising on the PTE Tax election.
Preparing and filing any applicable non-profit charitable registrations.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Indiana Secretary of State and, if applicable, the Department of Revenue or Attorney General’s Office.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Indiana compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
