How to Move an LLC to Indiana

An out-of-state LLC can change its state of organization to Indiana through statutory domestication. Indiana domestication is a legal transaction that changes an LLC’s state of organization, the state whose law primarily governs the company. An out-of-state LLC, also called a foreign LLC, that domesticates to Indiana becomes an Indiana LLC governed by the Indiana Business Flexibility Act (Ind.

Code tit. 23). The LLC is otherwise the same business entity before and after the domestication process. Whether the domestication can proceed also depends on the laws of the state the LLC is leaving. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

Some states use the name conversion for the legal procedure that changes an LLC’s state of organization, also called its domicile. In many of those states, a business can complete a conversion to change its domicile or to change its entity type. The same statutory process can accomplish either goal.

Indiana has two distinct procedures for LLCs. An Indiana LLC domestication changes a company’s domicile only. A conversion changes a business from one entity form to another. For example, an Indiana corporation might convert to an LLC. This article deals with domestications that change an out-of-state LLC into an Indiana LLC.

Why Business Owners Move LLCs to Indiana

A business owner may move an LLC to Indiana for several practical and strategic reasons. The domestication process offers straightforward advantages over alternative approaches when Indiana’s legal environment aligns with the owner’s business goals.

• Legal climate. Indiana is generally considered a pro-business state, and its LLC law is designed to give owners a high degree of flexibility. Indiana’s Business Flexibility Act allows customized ownership structures and series LLC models. A business could benefit from a move to Indiana if it wants to adopt a more customized ownership or management structure that the original state restricts.
• Tax savings. Indiana ranks as a top ten state for business tax climate, with low business tax rates and targeted tax incentives for certain industries. Indiana also offers tax credits for research and development and a program providing tax credits for existing companies that relocate their headquarters to Indiana. A move to Indiana could let an LLC avoid being taxed by multiple states if the company ends its sufficient business connection, or taxable nexus, with its original state.
• Reduced reporting. Indiana LLCs must file reports every two years, not every year like many states. The filing fee for the Indiana Business Entity Report is $50.00 ($20.00 if e-filed). Indiana’s reduced reporting and fees may save an LLC time and money, especially if the LLC will no longer do business in the original state.
• Owner convenience. It is often more convenient for an LLC owner if the business is domiciled where the owner lives. The consistency avoids the potential confusion involved in dealing with two states’ law and allows benefit from more convenient relations with state government offices.
• Professional hiring. Most businesses must occasionally hire attorneys, accountants, or other professionals. Laws and regulations in these areas are often state-specific, so a professional needs to be familiar with the right state’s requirements. An owner who lives in Indiana has easier access to local professionals who know Indiana law.

Indiana LLC Domestication Requirements

Indiana LLC domestication under Ind. Code § 23-0.6-5-1(b) is not available for every out-of-state LLC. An LLC domesticating to Indiana must comply with both Indiana law and the current state’s law. Indiana law controls the process and documents filed in Indiana and determines the domestication’s legal effects.

The current state’s law governs whether the LLC can domesticate to Indiana (the state must authorize domestication), the content of the written plan of domestication if required, the standard under which the LLC’s members or managers must approve the plan of domestication, and the effective date for the domestication.

Eligibility for Indiana LLC Domestication

An LLC considering domestication to Indiana must confirm that it is eligible for the process. The principal requirement is that the current state must authorize LLC domestications. Not all states do. The current state may call the process domestication, conversion, or another name. The important part is that the state must have a statutory procedure that lets an LLC organized in that state change its domicile to a new state.

Business owners must also review the LLC’s articles of organization and operating agreement to ensure there are no provisions that prevent domestication to a new state. If any restrictions are present, the LLC may need to formally amend the documents to allow the procedure. Domestication must also be permissible under the LLC’s articles of organization and operating agreement. These governing documents need not expressly authorize domestication, but they cannot prohibit it.

An out-of-state LLC must also confirm that Indiana lets LLCs engage in the company’s field of business. Indiana gives LLCs broad authority to do most business that another entity or individual can do. However, if the company’s business is unlawful in Indiana, an Indiana LLC domestication is unwise.

Professional Services Considerations

Some states do not allow LLCs to provide professional services, which are services that only a person with the required license may provide to the public. Some states allow an LLC to provide professional services if it forms as a professional limited liability company (PLLC). Indiana does not specifically authorize PLLCs, but an Indiana LLC with all required licensed professionals can offer professional services.

An out-of-state LLC or PLLC that provides professional services should ensure it holds any necessary licenses and complies with the licensing authority’s regulations before starting an Indiana domestication.

Required Documents for Indiana LLC Domestication

The Indiana LLC domestication process involves preparing and adopting several domestication documents that must satisfy both states’ requirements. The domestication documents memorialize the terms of the domestication and control the company when the domestication takes effect.

• Plan of Domestication. A plan of domestication designed to comply with the requirements of both Indiana law and the law of the state that the LLC is moving from. Under Ind. Code § 23-0.6-5-2, the plan must include the Indiana LLC’s name and entity type, the out-of-state LLC’s name and jurisdiction of formation after the domestication, the manner of converting the interests in the Indiana LLC into interests in the out-of-state LLC, the proposed articles of organization, the operating agreement that will be in effect after domestication, and any other terms or conditions required by Indiana law or the LLC’s governing documents.
• Articles of Domestication. The Indiana Articles of Domestication for filing with the Business Division of the Indiana Secretary of State. Under Ind. Code § 23-0.6-5-5(b), the Articles of Domestication must contain information specified by the statute. The Indiana Secretary of State’s Business Division allows the Articles of Domestication to be e-signed and e-filed.
• Articles of Organization. The Indiana Articles of Organization for filing with the Business Division of the Indiana Secretary of State. The Articles of Organization is filed as an attachment with the Articles of Domestication. The Indiana Secretary of State’s Business Division allows the Articles of Organization to be e-signed and e-filed.
• Domestication Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, or a similar term. This document is filed with the Secretary of State or equivalent agency for the state that the LLC is moving from.
• Indiana Operating Agreement. A state-specific operating agreement to properly structure the LLC as an Indiana LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Domestication. A resolution approving the transaction and adopting the Indiana organizational documents as the LLC’s governing documents.

Cost of Moving an LLC to Indiana

The documents and filings described above require professional preparation to comply with both states’ requirements, and coordinating submissions with two separate state agencies adds further complexity. The scope of work involved makes professional involvement typically necessary. An out-of-state LLC domesticating to Indiana will need to pay the service provider’s labor costs, the filing fees charged by state agencies, and commercial registered agent fees if applicable.

A service provider hired to handle an Indiana LLC domestication will charge for the labor involved in the project. Providers may offer a flat rate or bill by the hour.

Work needed to manage an LLC domestication includes review and organization of the necessary information, preparation of domestication documents, communications with business owners for revisions and signatures, and filing documents with the Indiana Secretary of State’s Office and the current state’s equivalent office. The precise service-provider costs needed for a domestication vary according to the provider and the complexity of the domestication.

To find out what your specific move will cost, request a free analysis of your LLC move.

In addition to professional service costs, the Indiana Secretary of State charges filing fees for the domestication documents. An out-of-state LLC domesticating to Indiana must pay filing fees for the domestication documents. The Indiana Secretary of State and the current state’s equivalent will each charge filing fees. Indiana charges total filing fees of $130.00 for an LLC domestication.

The amount consists of $100.00 for the Articles of Organization and $30.00 for the Articles of Domestication. Indiana offers discounted filing fees for electronically filed documents. The discounted total for an e-filed LLC domestication is $95.00, consisting of $75.00 for the Articles of Organization and $20.00 for the Articles of Domestication.

The domesticating LLC’s filing fees payable to the other state depend on the state where the LLC is currently domiciled. Most states charge lower fees to file domestication documents for an LLC that is moving out of the state than for an LLC domesticating into the state.

Registered Agent Fees

Any LLC that does business in Indiana must appoint a registered agent with authority to accept service of process on the LLC. A registered agent can be an individual, including an LLC’s member or manager, or an entity that does business in Indiana.

A commercial registered agent is an individual or entity that agrees to act as registered agent for businesses in return for a yearly fee. There are multiple reasons why LLCs choose to hire commercial registered agents.

Hiring a commercial registered agent avoids making public a member or manager’s name, address, and email address; allows for reliable service of legal documents and notices on the LLC; provides a consistent, long-term point of contact for official documents; and lets members and managers avoid the disruption of being served at inconvenient times.

The Indiana Secretary of State keeps a list of authorized commercial registered agents. Commercial registered agent fees are relatively low, typically around $50.00 to $150.00 per year in Indiana, so hiring a commercial registered agent is often worth the cost for Indiana LLCs.

Processing Time for Indiana LLC Domestication Filings

The time needed for an Indiana LLC domestication varies according to how long the parties take to finish each step. Factors affecting the turnaround time for a domestication include how long the business owners take to provide information to the document preparer; how long the document preparer takes to draft domestication documents; how long the business owners take to review and sign documents; and how long the state agencies take to process the domestication documents.

An Indiana LLC domestication becomes effective on the date of filing the Articles of Domestication or a delayed effective date listed in the Articles of Domestication (up to 90 days after filing). For a more detailed explanation of the LLC domestication timeframe and each phase of the process, see our guide to LLC domestication.

Moving an LLC Out of Indiana

Indiana permits outbound LLC domestication under Ind. Code § 23-0.6-5-1(a). An Indiana LLC can domesticate to another state’s jurisdiction, provided that the destination state also authorizes the procedure.

Indiana Outbound Domestication Requirements

An Indiana LLC that domesticates to another state must approve a written Plan of Domestication that includes.

• the Indiana LLC’s name and entity type
• the out-of-state LLC’s name and jurisdiction of formation after the domestication
• the manner of converting the interests in the Indiana LLC into interests
• securities
• obligations
• other property
• rights to acquire interests or securities
• or any combination of the foregoing
• the proposed articles of organization of the out-of-state LLC after domestication
• the full text of the operating agreement that will be in writing after the domestication
• the other terms and conditions of the domestication
• any other provision required by Indiana law or the LLC’s governing documents

The outbound filing in Indiana is an Articles of Domestication with the Indiana Secretary of State’s Business Division. Indiana does not require a separate certificate of surrender. The Articles of Domestication completes the Indiana side of the transaction. The destination state will require its own formation and domestication (or conversion) documents.

Filing Fees for Moving an LLC from Indiana

The Indiana Secretary of State charges a filing fee of $30.00 for an outbound Articles of Domestication. The destination state will charge separate filing fees for its formation and domestication documents.

Legal Effects of Indiana LLC Domestication

Indiana LLC domestication moves an out-of-state LLC to Indiana. The company otherwise continues its existence as the same entity with the same date of formation. The company expends substantially less time and money on administrative matters compared to other methods for changing a business’s state of domicile. Indiana law declares that the legal effects of a domestication to Indiana are as follows:

• Governing law. After domestication, the LLC is an Indiana LLC governed by the Indiana Business Flexibility Act (Ind. Code tit. 23). Indiana courts have jurisdiction over the domesticated company. The LLC’s Indiana Articles of Organization and Operating Agreement are effective and are binding on the company and its members.
• Day-to-day operations continue as normal. An LLC does not have to stop doing business during the domestication process. Domestication occurs behind the scenes and need not affect the public-facing part of the business. Office locations can stay open, and employees can keep working as usual with no break in employer-employee relationships.
• The business’s identity is consistent. The LLC keeps its essential identity and remains the same company during and after domestication. It is still the same taxpayer with the same Employer Identification Number. The consistency avoids needless administrative tasks and potential confusion.
• Contracts remain effective. The LLC’s contracts from before the domestication are still valid and enforceable after domestication. The LLC keeps the same contractual rights and obligations. Employment relationships are also unaffected, so there is no break in the business’s employment of its employees.
• Assets and liabilities stay the same. A domesticating LLC keeps all its same assets. There is no need to close bank accounts and open new ones. Deeds, assignments, and other transfer documents are also unnecessary. The LLC also owes all the same debts and taxes that it owed before domestication. Domestication does not affect any liability members have or do not have for the LLC’s obligations.
• Court cases. Any legal cases or administrative proceedings in which the LLC is involved continue uninterrupted. If the company’s name changes as part of the domestication, the new name is simply substituted for the old name.
• Company ownership. A member who owned an interest in the out-of-state LLC before domestication continues to own the same interest in the Indiana LLC, except to the extent the plan of domestication provides differently.
• No dissolution. Domestication does not formally terminate the LLC in the original state. Dissolution, liquidation, and winding up affairs are unnecessary. Domestication does not trigger contractual rights that take effect in the event of dissolution, liquidation, or winding up. Filings in the original state are limited to the equivalent of the Articles of Domestication. Registration as a foreign LLC in the original state is also not essential; the company can register as a foreign LLC in the original state if it will still do business there, but it does not have to.

Indiana LLC Laws That Apply After the Move

The Indiana Business Flexibility Act (Ind. Code tit. 23) imposes ongoing requirements on all domestic LLCs, including those formed through domestication from another state. An LLC that domesticates to Indiana becomes subject to these obligations immediately upon effectiveness of the domestication.

Indiana Business Entity Report and Compliance Requirements

Indiana requires domestic LLCs to file a Business Entity Report every two years by the end of the LLC’s anniversary month. The filing fee is $50.00, or $20.00 if e-filed. This reduced reporting requirement is one advantage of domesticating to Indiana, as it eliminates the burden of annual compliance filings common in other states. An LLC that domesticates to Indiana and no longer has to file in the original state will avoid the time and expense of annual filings.

Indiana LLC Operating Agreement Requirements

Indiana refers to an LLC’s internal governance document as an “Operating Agreement” under Ind. Code § 23-18-1-16. The Operating Agreement governs the LLC’s internal affairs, including the rights and obligations of members and managers, profit distributions, and management structure. The Operating Agreement is not filed with the state; it is maintained by the LLC as a private document. Indiana gives LLC owners a high degree of flexibility in structuring the operating agreement without non-waivable provisions that other states impose.

Indiana Registered Agent Requirements

Any LLC that does business in Indiana must appoint a registered agent with authority to accept service of process on the LLC. A registered agent can be an individual, including an LLC’s member or manager, or an entity that does business in Indiana.

A commercial registered agent is an individual or entity that agrees to act as registered agent for businesses in return for a yearly fee. Hiring a commercial registered agent can be a good option for an LLC without an Indiana location, as it keeps official communications consistent and organized. The fee is typically around $50.00 to $150.00 per year.

Alternatives to Indiana LLC Domestication

When domestication is not available because the other state’s law does not authorize it, a merger-based reorganization achieves the same result. The reorganization involves forming a new Indiana LLC and merging the out-of-state LLC into it, with the Indiana LLC as the surviving entity.

The surviving LLC succeeds to all property, contracts, and obligations of the original LLC by operation of law. Understanding the full domestication process, including document preparation and coordination between both states, is covered in detail in our guide to LLC domestication.

For a state-by-state comparison of LLC domestication and conversion laws across all states, and to explore alternatives for states that do not allow domestication, see our guide to LLC domestication by state.