Form a Foreign Limited Liability Company in Indiana – Application For Certificate of Authority Foreign Limited Liability Company (Form 49464)

The Indiana Application for Certificate of Authority Foreign Limited Liability Company (Form 49464) is to be used by foreign Limited Liability Companies wishing to register their Indiana Existence with the Indiana Secretary of State. This document must be filled out by an Authorized Representative of the Foreign Limited Liability Company then submitted with a Certificate of Existence. This Certificate must be issued within the past ninety days of the Indiana Application for Certificate of Authority Foreign Limited Liability Company’s Submission Date by the governing authority in the jurisdiction of the foreign Limited Liability Company’s home state/country.

This application must be submitted with the Full Payment of the Filing Fee ($125.00). The method of Payment accepted by the Indiana Secretary of State for this filing will depend upon the method of submission. That is, if this Application is being mailed in then it must be accompanied by a check for the full amount payable to “Secretary of State.” If this Application is being submitted online then it must be paid for with a major credit card.

How To File Online

Step 1 – Go to the Indiana Secretary of State InBiz web page for online filings here: https://inbiz.in.gov/BOS/Home/Index. Then select the yellow button, labeled “Sign In,” at the top right of the page.

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Step 2 – You will need to provide your credentials by entering your Email Address in the first field and your Password in the second field. When you have done this, select “Sign In.”

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Step 3 – The first page will be your Dashboard. Locate the link labeled “Online Services” on the left then select it.

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Step 4 – Now you will need to navigate to the correct area. Hover your mouse over the link labeled “Secretary of State Business Services Division.” This will create a menu on the right. On this new menu, hover the mouse over the link labeled “Out-of-State Business,” this will also generate a menu to the right. Finally, in the new menu select “Business Formation.”

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Step 5 – In the middle column (labeled “Select Foreign Entity Type”), locate and select the radio button labeled “Limited Liability Company.” Once you have done this select the button labeled “Continue.”

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Step 6 – This page will ask if you have Reserved a Name. If so, select the radio button labeled “Yes.” If not, select the radio button labeled “No.” Either choice will generate additional fields. If you have Reserved a Name you will be asked for the Reservation ID Number and the Reservation PIN. For our purposes, select the button labeled “No.” This will generate a text box which you may use to check the availability of the Name. For our purposes, select the radio button labeled “No” then enter the Name of the foreign Limited Liability Company precisely as it appears on the Certificate of Existence attained. When ready, select the button labeled “Check Availability.” If the Name is available you may select the “Next” button. If not, you will need to supply an Assumed or Fictitious Name for use in this state. For our purposes, we shall assume the Name of the foreign Limited Liability Company is available for use.

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Step 7 – This will be the first page of the online Indiana Application for Certificate of Authority Foreign Limited Liability Company. To begin this process, enter the foreign Limited Liability Company’s Email Address in the first field then, again in the second confirmation field.

Step 8 – Under the heading “Foreign Entity Formation,” use the first field to report the exact Formation Date the foreign Limited Liability Company first attained its business status. Then use the drop down lists provided in the next two fields to select the Country where the foreign Limited Liability Company formed then the State where the foreign Limited Liability Company formed.

Step 9 – The “Period of Duration” section will define how long the foreign Limited Liability Company will operate. If this entity will operate at-will for an indeterminate amount of time, then select the radio button labeled “Perpetual.” If it will dissolve on a specific date then select the second radio button and enter the Date of Dissolution in the field provided.

Step 10 – You may select a specific Effective Date for this application between the Filing Date and 90 Days past the Filing Date in the section labeled “Effective Date.” If you wish to determine this Date then enter the desired Effective Date in the first field and the Time of Day in the second field. If your application is successful this is when the Certificate of Authority will become Effective. Otherwise, leave the auto populated times in these fields.

Step 11 – Next you must report the Address considered the Principal Place of Business for the foreign Limited Company. Sometimes this is referred to as the Principal Office. You will be provided several fields to this end in the following order: Country, Zip Code, Street Address 1, Street Address 2, City, and State. Once you select the Country and report the Zip Code, the City and State fields will auto populate, leaving only the two Street Address Fields to fill in. Use these Street Address fields to report the Building Number, Street, and Unit Number where the Principal Office of the foreign Limited Liability Company is located. Once you have entered all this information, select the button labeled “Next.”

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Step 12 – This next page will require the Identity of the Indiana Registered Agent who has agreed to receive Service of Process on behalf of this entity in the event it is called to court. This may not be the foreign Limited Liability Company itself and must be an adult or licensed business who maintains a Registered Office in the State of Indiana. You may search for the Indiana Registered Agent you have obtained by defining the criteria you wish to use and the Full Name or Partial Name you wish to search for. You may search for an Indiana Registered Agent whose Name either Starts With, Contains, or is an Exact Match to the text you enter by selecting the appropriate radio button on the first line. On the second line, select “Individual” or “Business” to indicate the Type of Indiana Registered Agent you have obtained. Then, in the text field labeled “Name,” enter either the Full or Partial Name of the Indiana Registered Agent and select the button labeled “Search.” This will generate a table of results. Select the row containing the Indiana Registered Agent’s Identity and Address by selecting the corresponding radio button on the left, then click on the “Next” button.

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Step 13 – Using the radio buttons on the first line, select the radio button labeled “Yes,” if this entity is Manager managed. If this entity is Member managed then select the second radio button (labeled “No”). Below this, you may report whether this is a Single Member LLC by selecting the check box present. If it is not a Single Member LLC then leave this blank.

Step 14 – Next, you will need to report the Full Name and Address of a Principal (Member, Manager, Director, etc.). You will be provided several fields to this end, in this order: Title, First Name, Middle Name, Last Name, Suffix, Country, Zip Code, Street Address 1, Street Address 2, City, and State. Use the drop down list in the “Title” field to indicate the capacity in which the party being reported acts. Then, use the “First Name,” “Middle Name,” “Last Name,” and “Suffix” field to report the Identity. Once this is done, use the “Country,” “Zip Code,” “Street Address 1,” “Street Address 2,” “City,” and “State” fields to report the Complete Address of this entity. When ready, select the button labeled “Add Principal.” This will display the Principal’s information in a table. Once you can confirm this information is correct select the button labeled “Next.”

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Step 15 – You may attach any documents that need to be submitted, especially the “Certificate of Existence” obtained in the past sixty days from the foreign Limited Liability Company’s governing body (Secretary of State or something comparable) by selecting the “Attach” button, locating it on your computer, then uploading it. Any successfully uploaded Attachments will be displayed. When you are ready select the button labeled “Next.”

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Step 16 – This page will display all the information you have entered on the previous pages. You may navigate to any of these sections using the “Edit” button present in that section’s area. When this information is verified as correct select the button labeled “Next.”

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Step 17 – This page will require the attention of an Authorized Representative who is following the wishes of the Limited Liability Company’s Principals. Read each of the three statements present carefully, then place a check mark in each one. In the field labeled “Signature,” the Signature Party (who has checked the boxes above), must type in his or her Name then indicate his or her capacity by selecting the Title he or she holds from the drop down list. When you are ready, select the “Add to Payment Cart” button. This will allow you to progress to a page where you may enter your credit card information.  Once you have paid the $125.00 Filing Fee, you will be directed to a confirmation page which shall complete the submission.

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How To File By Mail

Download Form

Step 1 – Use the the “Download Form” link above to save a blank PDF file to your computer. You may fill in the information on-screen using a PDF program then printing it, typing the answers in, or filing in the form by hand.

Step 2 – On the first page, you will need to fill in some Contact and Mail Information. First, locate the box labeled “Name of business.” Enter the Name of the Business that will receive the materials the Indiana Secretary of State will mail regarding this filing. Below this, in the field labeled, “E-mail address of business,” report the Email Address of the Business receiving this material.

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Step 3 – In the box labeled “Name,” under the heading “Return Documents To,” enter the Full Name of the recipient of all materials pertaining to this filing. Below this use the “Street address, line 1,” “Street address, line 2,” “City,” “State,” and “Zip code” fields to report the Address the Indiana Secretary of State will mail paperwork resulting from this application. Then, in the box labeled “Telephone number,” enter the Daytime Phone Number the Indiana Secretary of State may use as a Contact Number. Next to this, report the E-Mail Address the Indiana Secretary of State may use as a Contact Email (if the Contact Email is different from the Business Email).

Step 4 – At the top of the next page, report the Full True Name of the applying foreign Limited Liability Company. This must appear precisely as it appears on the Certificate of Existence or Good Standing being submitted with this application.

Step 5 – In Article 1, report any Fictitious Name the applying entity will use when operating in the State of Indiana in the field labeled “Fictitious Name.” If there is no Fictitious Name, leave this box blank. In the boxes labeled “Address of Principal Office,” “City,” “State,” and “Zip code,” report the Complete Address of the applying foreign entity’s Principal Office or Principal Place of Business.

Step 6 – Next, in Article II, use the box labeled “Name of Registered Agent,” enter the Full Name of the Indiana Registered Agent who has agreed to receive Service of Process on behalf of the foreign Limited Liability Company in the event it is sued. On the next line, enter the Building Number, Street, and Unit Number where the Indiana Registered Agent’s Registered Office is physically found in the box labeled “Address of Registered Office.” In the next boxes, you will only need to report the City and the Zip Code of this location as the Indiana Registered Agent’s Office must be located in the State of Indiana. Finally, place a check mark in the check box at the end of Article II. This is required and will verify the Indiana Registered Agent is aware of his/her/its role, has agreed to it, and has provided consent.

Step 7 – Article III will require a definition to the Lifespan of the Limited Liability Company. In the first box, enter the exact Calendar Date the foreign Limited Liability Company first attained its business status in the eyes of its jurisdiction’s governing body. Next, in the box labeled “State of organization,” report the Jurisdiction where the foreign Limited Liability Company formed. In the third box, place a check mark in the first box if the foreign Limited Liability Company will operate as such perpetually. If not, then place a mark in the second check box and enter the Dissolution Date.

Step 8 – In Article IV, indicate if the foreign Limited Liability Company is managed by Managers or Members. If the foreign Limited Liability Company is managed by Managers then place a check mark in the check box labeled “Yes.” If it is managed by Members then place a check mark in the box labeled “No.” If the foreign Limited Liability Company is managed by a single Member then place a mark in the check box on the next line next to the statement “The LLC will be a single member LLC.” This is optional to report.

Step 9 – Next, you will need to provide the authorization for submitting this form. Only an Authorized Representative (such as a Manager who has been approved to submit this form) may do this. On the blank space, on the line beginning with “In witness whereof,” enter the Name of the Authorized Representative submitting this document. Then, on the line beginning with the word “this…” enter the Calendar Date of the Signature on the first blank space, the Month of the Signature on the second blank space, and the year of the Signature on the third blank line. Once this is done, the Authorized Representative must first Sign his or her Name in the box labeled “Signature” and Print his or her Name in the box labeled “Printed Name.”

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Step 10 – Mail the Certificate of Existence, the completed Indiana Application For Certificate of Authority of Foreign Limited Liability Company (Form 49464) and  check or money order that is payable to “Secretary of State” for $125.00 (Filing Fee) to the Indiana Secretary of State for approval.

Mail To:

Indiana Secretary of State
Business Services Division
302 West Washington Street
Room E-018
Indianapolis, IN 46204