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Most states make you file every year. Indiana asks less — a Business Entity Report every two years, due in your formation-anniversary month — and that generosity is the trap. An annual recurring reminder fires in the wrong year half the time; a reminder set "every two years" quietly assumes you know which years are yours; and a new phone, a new calendar app, or a new bookkeeper resets the whole arrangement. The statute is plain about the cadence: per IC 23-0.5-2-13(c), the report "must be delivered to the secretary of state for filing every two (2) calendar years on a schedule determined by the secretary of state," and the state "may accept biennial reports during the ninety (90) days before the month in which the biennial report is due." Your own schedule — which month, which year — is shown on your entity's record in INBiz, the Secretary of State's filing portal. Miss it by 60 days and you're on the statutory path to administrative dissolution described below — the same skip-a-year cadence risk New York's biennial statement carries, with a harder landing.
| Item | Indiana LLC |
|---|---|
| What's due | Business Entity Report (biennial) with the Indiana Secretary of State — LLCs file "every other year" per the IN.gov FAQ and INBiz |
| Deadline | The end of your formation-anniversary month, every second year, on the schedule the Secretary of State sets for your entity — INBiz shows your exact due date. Early filing is allowed in the 90 days before your due month (IC 23-0.5-2-13(c)) |
| Fee | $50 by mail (per the IN.gov paper form); the online INBiz fee is lower — roughly $32 with the portal's processing charge [reported by multiple filing services; confirm the current amount inside INBiz before filing] |
| Late fee | Indiana publishes no flat late fee for a tardy Business Entity Report — the consequence is structural, not monetary (below) |
| Miss it by 60 days | Statutory grounds for administrative dissolution (IC 23-0.5-6-1(2)) |
| Getting back | Reinstatement within 5 years, with a Department of Revenue certificate of clearance + all back fees (IC 23-0.5-6-3); after 5 years, a harder path added by a 2026 amendment |
| Where | Online via INBiz (select "Business Entity Report" under Online Services), or the paper form from IN.gov |
Which year is your year? Don't guess from your formation year's parity — the statute leaves the schedule to the Secretary of State. Log in to INBiz (or run a business search on your entity) and read the next-report due date off your record, then anchor the every-other-year cadence from there.
Indiana's enforcement runs on two 60-day clocks. First, under IC 23-0.5-6-1, the Secretary of State may commence dissolution proceedings if an entity does not "deliver a biennial report to the secretary of state not later than sixty (60) days after it is due" — the same section also lists failing to keep a registered agent for 60 consecutive days, so a lapsed agent gets you to the same cliff without any report being late. Second, under IC 23-0.5-6-2, the state provides written notice of the problem, and if the entity "not later than sixty (60) days after receiving the notice … does not cure" it, the Secretary of State "shall administratively dissolve the entity." Note the word shall — once the second clock runs out, dissolution isn't discretionary. There's also a quiet exception worth knowing: the statute lets the state skip the warning notice entirely when service on your registered agent has already failed and no principal-office address is on record — meaning an LLC with a stale agent and a stale address can be dissolved without ever hearing about it. A dissolved entity may not carry on any activities except winding up and applying for reinstatement.
Reinstatement under IC 23-0.5-6-3 is a two-agency errand, like Tennessee's: before the Secretary of State will act, the application must include "a certificate of clearance from the department of state revenue reciting that taxes owed by the entity have been paid" — plus all fees and penalties owed at dissolution and everything that would have come due while dissolved. Do it within five years and reinstatement "relates back … as if the administrative dissolution had never occurred." Two changes took effect January 1, 2026 (P.L.96-2025 and P.L.239-2025): applying more than five years after dissolution is now possible but requires a statement of why you're reinstating and what the entity will do next, and anyone filing a Business Entity Report on another person's behalf — think filing services and registered-agent companies — must now verify the filer's identity (driver's license, state ID, or passport) and produce that verification to the Secretary of State on request. That second rule exists because business-filing fraud runs through exactly this filing; if a "compliance service" letter offers to file your $50 report for a large markup, know that the state's own portal does it directly.
| Where you are | What it costs |
|---|---|
| On time (within your due month, or the 90 days before) | $50 by mail; less online via INBiz |
| Up to 60 days late | The report + fee — no published flat late fee, but the dissolution clock is armed |
| 60+ days late, notice received, 60 more days pass | Administrative dissolution — mandatory, not discretionary |
| Reinstating (within 5 years) | DOR certificate of clearance + all back fees, taxes, interest, and penalties — retroactive to the dissolution date |
| Reinstating (after 5 years, new for 2026) | All of the above + a signed statement of reasons and intended future activities |
Indiana's biennial cadence puts it in a small club with New York ($9 biennial statement) and California (biennial Statement of Information — plus the $800 annual franchise tax that is very much not biennial). Against neighbors, the contrast is sharper: Illinois wants $75 every year with a $100 penalty at 60 days late; Ohio and Missouri ask for no recurring report at all; and Michigan bills $25 every February 15. Multi-state owners holding an Indiana LLC alongside any of these are managing three different rhythms at once — annual, biennial, and never — which is precisely the setup where the every-other-year one slips. Already past due? Start with what to do if you missed your annual report.
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