Fill and Sign the Indiana Formation

Prepared by U.S. Legal Forms, Inc. Copyright - U.S. Legal Forms, Inc. PROFESSIONAL LIMITED LIABILITY COMPANY STATE OF INDIANA Control Number: IN-00PLLC The contents of this package are as follows: 1. Statutory Reference 2. Introductory Note 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Sample Ledger and Certificate 9. Disclaimer PROFESSIONAL LIMITED LIABILITY COMPANY For State-Licensed Professionals FORMATION PACKAGE – INDIANA Electronic Version Statutory Reference Indiana Code – Title 23 – Article 18 – Limited Liability Companies http://www.in.gov/legislative/ic/code/title23/ar18/ NOTE: If you are NOT a state-licensed professional (an accounting professional; an architectural or engineering professional; an attorney; a health care professional; a veterinarian; or a real estate professional*) you must use our ID-00LLC package for ordinary LLC’s, rather than this package. If you have purchased this package in error, please contact our customer service department to exchange your package free of charge. * IC 23-1.5-1-11 Introductory Note In the State of Indiana, there is no separate business entity known as a “PLLC” (“ Professional Limited Liability Company”). In Indiana, LLC’s may pursue any lawful business purpose (IC 23-18-2-1). This packet provides forms and instructions for the formation of a limited liability company (LLC) for the practice of a state-licensed profession (see the list of acknowledged professions in the note above). BEFORE filing your Articles of Organization, it is important for you to contact the licensing authority * for your profession in order to confirm you are in compliance with all requirements regarding the formation of a business entity to practice your profession, and to obtain any “certification” necessary to do business as an LLC. * Licensing authority means the following (IC 23-1.5-1-9): (1) In the case of an accounting professional, the Indiana state board of public accountancy. (2) In the case of an architectural professional, the board of registration for architects and landscape architects. (3) In the case of an engineering professional, the state board of registration for professional engineers. (4) In the case of an attorney, the Indiana Supreme Court. (5) In the case of a health care professional, the board (as defined in IC 25-1-9-1 ) that issues the individual's license, certification, or registration. (6) In the case of a veterinarian, the Indiana board of veterinary medical examiners. (7) In the case of a land surveyor, the state board of registration for land surveyors. [USLF is not aware of the reason ‘land surveyor’ is not included in the list of recognized professions in the NOTE above.] (8) In the case of a real estate professional, the Indiana real estate commission In Indiana, though it is perfectly appropriate to use an LLC to practice a profession (IC 23-18-2- 3) there is limited guidance provided for doing so. Therefore, this packet is based on the general Indiana statutory requirements for doing business as an LLC and the specific Indiana statutory requirements for doing business as a professional business entity, such as the limitation of ownership to individuals licensed to practice the profession. Included in the Operating Agreement are various restrictions and limitations on LLC ownership and management that the Editor feels are prudent to include based on general Indiana law governing professional business entities. * * * Forms List The following forms are available for download with this package.  IN-NAMERESV-LLC: Application for Reservation of LLC Name  IN-00LLCT: Articles of Organization  IN-PLLC-TL: Sample Transmittal Letter  IN-PLLC-1: Sample Operating Agreement  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  IN-PLLC-NR: Sample Notices & Resolutions Instructions on using the forms are either included with the forms and/or found in the Steps to form LLC section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to form LLC for Licensed Professionals Step 1: See FORM: IN-NAMERESV-LLC APPLICATION FOR RESERVATION OF NAME It is recommended that you reserve a LLC name in order to assure that your Articles of Organization are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the limited liability name you have selected is not available, the Articles of Organization will be rejected and returned to you. The name of a limited liability company must contain the words "Limited Liability Company" or either of the following abbreviations: "L.L.C." or "LLC". Professionals are usually required to include the surname (last name) of at least one of the owners (members) in the LLC’s name. Check with your licensing authority to confirm. The name of a limited liability company must be distinguishable from any other name on the records of the Secretary of State. To determine if a particular name is available, call the NAME AVAILABILITY LINE - (317) 232-6576. This is a preliminary check only. You should not rely upon this preliminary information. If the name is available, you may either file an application to reserve the name for 120 days or file documents to organize the business under that name. The filing fee to reserve a name is $20.00. You must file the original and TWO copies of the Application For Reservation of Exclusive Use of LLC Name. Mail the original and two copies of the Application For Reservation of Exclusive Use of LLC Name along with the $20.00 filing fee (Make check payable to the Indiana Secretary of State) , to Secretary of State Corporations Division 302 W. Washington St., Room E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 Step 2: See FORM: IN-00LLCT ARTICLES OF ORGANIZATION Once you have reserved the limited liability company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Organization. Instructions to complete the Limited Liability Company Articles of Organization: The Articles of Organization should by typewritten or printed legibly in black ink. Complete all information and sign. NOTE regarding Registered Agent: ( IC 23-18-2-10 ) A limited liability company must continuously maintain in Indiana the following: A limited liability company must continuously maintain in Indiana the following: (1) A registered office. (2) A registered agent, who must be one (1) of the following: (A) An individual who resides in Indiana and whose business office is identical with the registered office. (B) A domestic limited liability company, domestic corporation, or nonprofit domestic corporation whose business office is identical with the registered office. (C) A foreign limited liability company, foreign corporation, or nonprofit foreign corporation authorized to transact business in Indiana whose business office is identical with the registered office. The filing fee for the articles of Organization is $90.00. Step 3: Mail the original and one copy of the ARTICLES OF ORGANIZATION and the filing fee (make check payable to Secretary of State) to: Secretary of State Corporations Division 302 W. Washington St., Room E018 Indianapolis, IN 46204 A sample cover letter to send with the Articles of Organization is included in this packet. See FORM: IN-PLLC-TL SAMPLE TRANSMITTAL LETTER Step 4: Complete an Operating Agreement. See FORM: IN-PLLC-1 SAMPLE OPERATING AGREEMENT Step 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS- SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 FEDERAL TAX ID APPLICATION AND INSTRUCIONS Step 6: Open a bank account and conduct business. Ongoing: Sample Notices and Resolutions are provided for your convenience. See FORM: IN-PLLC-NR SAMPLE NOTICES & RESOLUTIONS * * * Accessories U. S. Legal Forms, Inc. offers the following PLLC accessories: PLLC Seal: If you would like to order a PLLC seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your company name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed PLLC Membership Certificates: Preview Order for your state * * * SAMPLE OWNERSHIP LEDGER and SIMPLE MEMBERSHIP CERTIFICATE Ownership Ledger Name and Residence Address of PLLC Member Date of Transfer % Ownership Amount Paid Subsequen t Transfer Membership Certifcate No. ____ LIMITED LIABILITY COMPANY- STATE OF INDIANA Percentage: ___ This Certifcate certifes that _____________________________ is a true and lawful owner of ____ percent of _____________________________, an Indiana Limited Liability Company. Such ownership interest is only transferable in accordance with the Operating Agreement between the Members. This certifcate is issued by the Limited Liability Company’s duly authorized ofcers on this the ____ day of _________, 20___. ________________ _________________ Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located here: http://www.uslegalforms.com/disclaimer.htm . To view, click on the link, or copy it into the address window of your web browser. If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund. * * * ~ Thank you for using USLF ~