Indiana Dissolution

Why do companies need to dissolve? – Your company has to register with the Secretary of State to legally conduct activities in Indiana. Thus, you will have to inform the state if your company has decided to end all its activities. You have to submit formal paperwork to ensure that the state knows that your company will stop conducting business and do not have to file any more annual reports and pay taxes.

Who makes the decision to dissolve? – The dissolution of an LLC in Indiana requires the approval of the members. On the other hand, corporations will need a resolution that the board of directors approved. Then, the shareholders will vote on the dissolution.

How long does it take to dissolve a business? – The time it takes for an Indiana company to complete the process depends on how the company handles each step. The sooner your company decides, the faster it will be for you to start with the tasks. Aside from the initial actions, you also have to give the state time to process the documents. Once submitted to the state it takes about 1-2 business days to process.

Indiana requires business entities to follow certain steps to dissolve properly.

1. File Articles of Dissolution with the state – Business entities in Indiana need to file Articles of Dissolution, which is Form 49465 for LLCs and Form 34471 for corporations, with the Corporations Division of the Secretary of State by mail or in person. However, corporations that have not conducted business yet have to use Form 39035 Articles of Dissolution Prior to Issuing Shares or Commencing Business. You may choose to file online if you have a payment account in IN.gov.

2. Remove all liabilities and obligations – The company can designate one or a team of members or officers to handle the winding up process. There are multiple tasks under this process, such as the collection of assets, disposal of properties that the company will not distribute in kind, create provisions to pay obligations, and distribution of remaining assets.

3. Give notice to any claimants – Give known claimants and creditors a mailing address where they can submit claims. You have to let them know until when they can submit. You may also include an explanation of the amount the company thinks is reasonable to satisfy the claim and the procedure on how the creditor can dispute the amount. Clarify that the company will not entertain disputes of the amount after the deadline. You may also inform unknown claimants by publishing a notice in a newspaper.

4. Tax clearance – Indiana does not require business entities to obtain tax clearance. However, the Secretary of State advises LLCs to file a Notice of Voluntary Dissolution with the Attorney General, Department of Revenue, and Department Workforce Development. As for corporations, the Secretary of State requires them to file the said document. You also have to check the final return box on the company’s IRS form for federal tax purposes.

5. Close all bank accounts, credit lines, permits, and licenses – To protect yourself from possible legal issues, close all bank accounts under the name of your company. You also have to cancel all permits and licenses that your company secured when it started its operations.

Indiana Office of Secretary of State
Phone Number:
(317) 232-6576

Address:
Indiana Secretary of State
302 West Washington Street, Room E018
Indianapolis, IN 46204