Indiana Changing Requirements for Principal Office for New Indiana Businesses
In an effort to combat fraud in the establishment of Indiana businesses, Indiana recently changed the law with respect to the permissible location of the “principal office” of an Indiana business. Prior to 2018, Indiana business entities were required to keep a principal office in the state of Indiana in order to assure that businesses could be served process if a lawsuit was filed. In 2018, the Indiana legislature enacted a change in the law which stated that “’principal office’ means the principal executive office of an entity, whether or not the office is located in Indiana.”
Now, after eight years, the statute is set to change again. Starting on January 1, 2026, a new law passed by the Indiana legislature says that principal office will mean the “usual place of business, headquarters, or other office at which a governing person of an entity is commonly present.” There is an exception to this new rule for entities that conduct all of their business via telecommunications without an office building. These excepted entities need only file with the Secretary of State their contact address (the residence of the governing person of the entity) and an email address.
The main difference between the old law and the amended statute is that the amended one does not seem to allow entities that do not have a principal office located in Indiana to use an out of state address as their principal office. Under current regulations, Indiana businesses may use a PO Box or an out of state address as their principal office located. It is unclear whether these practices will be allowed to continue under the new law.
The amended rule’s language of “usual place of business” and “office at which a governing person or an entity is commonly present”, implies that a P.O. box might not be good enough. Also, the removal of the language “whether or not the office is located in Indiana” seems to imply that this may no longer be allowed.
However, another change in the law seems to indicate that businesses filing after January 1, 2026, may use a virtual office as their principal office address. Businesses using a virtual office in their filings with the Indiana Secretary of State must also provide an email address and individual name, address and contact information. The statute indicates that this additional identification information will not be part of the public record.
As with any change in the law, there are unresolved issues that have yet to be determined. Hopefully, the Indiana Secretary of State’s office will provide further clarity as the January 1, 2026 date for the change in the law approaches.
The author thanks Summer Legal Clerk Nathaniel Orman for his helpful research and drafting assistance.