Who Can Dissolve a Company? How to Dissolve a Corporation in Indiana

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Overview of Dissolution Process

Dissolving a corporation involves more than just ceasing operations. Formal steps must be taken to resolve business and financial affairs, including filing articles of dissolution and tax documentation. Failure to follow the proper procedure may result in penalties and liabilities.

Steps to Dissolve Your Corporation or LLC

For Corporations

  1. File Articles of Dissolution: Business entities must file the appropriate forms with the Corporations Division of the Indiana Secretary of State by mail or in person. Form 34471 is required for corporations, while Form 39035 is used for corporations that have not conducted business yet. Online filing is available if you have an IN.gov payment account.

For LLCs

  • File the Indiana Articles of Dissolution: Submit one original and one copy of Form 49465 to the Indiana Secretary of State (SOS) by mail or in person. Online filing is also an option if you pay with an IN.gov payment account or a major credit card (MasterCard, Discover, or Visa).
  1. Fulfill Tax Obligations: Pay any outstanding taxes due to the IRS and the Indiana Department of Revenue.
  2. Cancel Licenses and Close Accounts: Make sure to cancel any business licenses or permits and close any accounts with banks and vendors.

Additional Considerations

  • Certificate of Existence: Obtain this from the Indiana Secretary of State as a proof of your business standing.
  • Legal and Financial Liabilities: Proper dissolution releases the members from ongoing legal and financial obligations.
  • Reversing Dissolution: In case you change your mind, it’s essential to know the process of undoing a dissolution.

Important Notes After Dissolution

  • Liquidation: Appoint a liquidator to sell assets, settle debts with creditors, and distribute any remaining assets to shareholders.
  • Corporate Termination: A corporation can be terminated via shareholder or board action, or by filing for bankruptcy.
  • Post-Dissolution Requirements: Directors must ensure that all creditors are paid within 12 months after dissolution to confirm solvency and address any potential objections.

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