Foreign entities other than banks, savings banks, savings associations, corporate fiduciaries, credit unions, industrial loan and investment companies, surety companies, trust companies, safe deposit companies, railroad corporations, insurance companies, and building and loan associations must register with the secretary of state of Indiana to transact business. However, it is not considered the transaction of business if an entity:

(1) maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(2) carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governing persons;
(3) maintaining accounts in financial institutions;
(4) maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders by any means if the orders require acceptance outside Indiana before they become contracts;
(7) making loans or otherwise creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired;
(9) conducting an isolated transaction completed within thirty (30) days that is not conducted in the course of repeated transactions of a like nature;
(10) owning, without more, property;
(11) doing business in interstate commerce;
(12) if the entity is a nonprofit corporation, soliciting funds if otherwise authorized by Indiana law.
(13) without more, solely by being an interest holder or governing person of a foreign entity that does business in Indiana.

Wayfair Nexus

Indiana law requires a seller without a physical location in Indiana to obtain a registered retail merchant’s certificate, collect and remit applicable sales tax if the seller meets either or both of the following conditions in the previous calendar year or the current calendar year:

  • Gross revenue from sales into Indiana exceeding $100,000, including sales that are not subject to sales tax or are considered tax exempt; or
  • 200 or more separate transactions into Indiana.

Sales into Indiana or sales transactions include any combination of sales of tangible personal property delivered into Indiana, products transferred electronically into Indiana and services delivered in Indiana.


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