Generally, the decision to dissolve a corporation rests with the corporation’s shareholders. There are 3 ways that voluntary dissolution of a corporation can occur:
-
Shareholder Action: Shareholders holding at least 50% of the voting shares can elect to voluntarily wind up and dissolve a corporation at any time. This right cannot be altered.
-
Board Action: The board of directors can adopt a resolution to dissolve the corporation. This resolution must then be approved by shareholders.
-
Filing for Bankruptcy: Filing chapter 7 bankruptcy will lead to dissolution of the corporation.
Dissolution Consequences and Requirements
To dissolve a company means closing it down by removing its name from the official register. Once removed, the company no longer legally exists. Its cash and assets transfer to The Crown.
Anyone associated with the business can object to it being dissolved if they believe they won’t receive money owed. This includes creditors, employees owed wages, and shareholders not informed of the closure.
To legally end a UK business entity is dissolution. It involves completing procedures like: checking eligibility, filing paperwork, closing accounts, publishing notice in The Gazette.
When dissolved, directors must ensure creditors are paid within 12 months to prove solvency. If not, objections can be made.
How to Dissolve a Corporation in Indiana
To dissolve your LLC in Indiana, submit one original and one copy of the Indiana Articles of Dissolution (Form 49465) to the Indiana Secretary of State (SOS) by mail or in person. Articles of Dissolution can be filed online if you pay using an IN.gov payment account or a MasterCard, Discover or Visa credit card.
To obtain a certificate of good standing in Indiana, known as a certificate of existence, request it from the Secretary of State.
Dissolving your limited liability company (LLC) is an essential process that releases the members from legal and financial liabilities arising from the business. To properly dissolve your Indiana LLC, you must follow a set of rules carefully, complying with Indiana state law and your LLC’s operating agreement.
The Indiana dissolution process is relatively simple, but it requires attention to key details:
- File Articles of Dissolution with the state – Companies 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 Indiana Secretary of State by mail or in person. However, corporations that have not commenced business yet have to use Form 39035 Articles of Dissolution Prior to Issuing Shares or Commencing Business. Online filing is an option with an IN.gov payment account.