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Effective Jan. 1, Indiana’s House Enrolled Act 1593 will change several portions of Indiana’s business entity laws.
While the act’s stated purpose is to prevent fraudulent activity in Indiana, its most practical effects will be felt in how businesses list their addresses, use commercial mail services and handle required filing with the Indiana Secretary of State’s office.
Principal office addresses
HEA 1593 will change how companies disclose their “principal office.” Under existing law, businesses are required to list a physical office address location on their biennial business reports and other filings—even if that is someone’s home. A P.O. box is not allowed.
HEA 1593 recognizes that many businesses no longer operate out of traditional storefronts or office suites. If your company is entirely remote and does not maintain a nonresidential office, you may now list a “contact address” instead of a traditional physical office address. That contact address can be the home address of an owner or the address you maintain through a commercial mail receiving agency.
Commercial mail receiving agencies
Related to the change in principal office addresses, HEA 1593 imposes new requirements on commercial mail receiving agencies. Such agencies will need to register with the Indiana Secretary of State’s office under a new provision of the Indiana Code, Ind. Code Chapter 23-0.5-2.5, keep records about their customers and notify the secretary of state if they close or terminate an account.
If your business relies on a mail agency to maintain privacy or to avoid using a personal residence address, it will be essential to confirm that the agency you use is properly registered and compliant. Otherwise, your filings could be rejected, or your business could fall out of good standing.
Biennial report filing
HEA 1593 also makes changes to the way biennial reports are filed. Beginning in 2026, any third party that files a report for your business must take reasonable steps to verify the identity of the individual on whose behalf the report is submitted.
This could involve reviewing a driver’s license, passport or other official document, and being prepared to provide that information to the Indiana Secretary of State if requested.
If you use an outside service to prepare your filings such as a law firm, registered agent service provider or accounting firm, this means an extra step of documentation and potentially a slower turnaround, so it is worth discussing with those third-party filers in advance of your next biennial report filing deadline.
Business reinstatement
In a legal change that seems unrelated to fraud prevention, HEA 1593 also adjusts the rules for reinstating businesses that have been administratively dissolved. Since 2018, companies have only had five years to apply for reinstatement, which can create great hardships for administratively dissolved entities that are operating after that five-year period.
HEA 1593 now allows reinstatement after more than five years, but only if the company explains the delay and if the Indiana secretary of state approves the request at its discretion.
Exactly what demonstration of delay will be required to be shown by a company is yet to be disclosed by the Indiana Secretary of State’s Office. Nevertheless, this change could be particularly helpful to owners who want to revive an older business name or entity that has been inadvertently administratively dissolved for more than five years.
In summary, business owners should be aware that Indiana is modernizing its recordkeeping rules to reflect how businesses operate today.
If your company operates without a traditional office, you will soon have more options for how to list your official address, provided you work with a commercial mail agency that meets the requisite statutory requirements.
Further, if you work with third parties to file your biennial business reports, be prepared to provide the information necessary to validate the identification of those authorized to file on behalf of your company.•
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Katie S. Riles is a partner at Riley Bennett Egloff LLP.
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