Have you decided to stop transacting business with your Indiana limited liability company? The state of Indiana legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Indiana.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Indiana is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Indiana.
How to Dissolve a Domestic Indiana LLC
In order to dissolve a domestic LLC in Indiana, you will need to file the Articles of Dissolution. You can submit one original and one copy of the Articles of Dissolution to the Secretary of State. These forms can be filed online or by mail. No matter how you choose to file, you will need to provide the following information:
- Name of business
- Business email address
- Mailing address
- Date of organization
- Date of dissolution
- Principal office address
- Title and signature of the applicant
Though it is not required, the Secretary of State also recommends that you file the Notice of Voluntary Dissolution with the Indiana Department of Revenue and the Indiana Attorney General. You can find the necessary form and filing information here.
In addition to the above information, you will also need to include payment for $30 (or $20 online). If filing by mail, you must make the check payable to the “Secretary of State” and send all paperwork to the following address:
Secretary of State
Business Services Division
302 West Washington Street, Room E018
Indianapolis, IN 46204
Standard mail filings are typically processed in 3-5 business days. If you file online, the state will process your dissolution in 15 minutes during business hours, or by the next day if you submit your forms while they’re closed. If you send your forms by express mail or deliver them in person before noon, Indiana will process your dissolution by noon of the following business day. Express mail and in-person filings submitted after noon will take up to two business days.
How to Dissolve a Foreign LLC in Indiana
Do you need to dissolve a limited liability company based outside of Indiana, but qualified to transact business within this state?
If you wish to dissolve a foreign LLC in Indiana, you will need to file the Statement of Withdrawal of a Foreign Entity with the Secretary of State. Just like the Articles of Dissolution, the Statement of Withdrawal can be filed online or by mail. However, this form differs from the Articles of Dissolution in a few important ways. You will need to provide different information as a foreign LLC:
- Name of business
- Business email address
- Mailing address
- Reason for withdrawal
- Jurisdiction of formation
- Date of registration with the Secretary of State
- Affirmation of dissolution
- Title and signature of the applicant
Just like the Articles of Dissolution, the filing fee is $30 by mail and $20 online, with any checks made payable to the “Secretary of State.” If filing by mail, you can also send one original and one copy of the Statement of Withdrawal of a Foreign Entity to the same address:
Secretary of State
Business Services Division
302 West Washington Street, Room E018
Indianapolis, IN 46204
Standard mail filings are typically processed in 3-5 business days. If you file online, the state will process your dissolution in 15 minutes during business hours, or by the next day if you submit your forms while they’re closed. If you send your forms by express mail or deliver them in person before noon, Indiana will process your dissolution by noon of the following business day. Express mail and in-person filings submitted after noon will take up to two business days.
What Else Do I Need to Know About LLC Dissolutions in Indiana?
As soon as your dissolution is processed, anyone can claim your business name. While you can revoke a voluntary dissolution within 120 days of filing, you will need to ensure that your business name has not been claimed by someone else before conducting business again.
Unlike voluntary dissolutions, administrative dissolutions are initiated by the state. This can happen when a business does not file its biennial report within 120 days of the due date (the Secretary of State will send notice 60 days after the due date). In order to reinstate an administratively dissolved business, you must submit your delinquent biennial report and file the application for reinstatement packet. In addition, you will need to take care of any unpaid taxes and filing fees.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The process to dissolve a domestic or foreign business is relatively simple, however the process for reinstatement can be a bit more complicated, especially if your business has been administratively dissolved.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for an Indiana LLC!