Dissolving a corporation or limited liability company (LLC) in Indiana requires several steps to be carried out in accordance with state law. This guide outlines the process and provides the essential steps and documentation needed.
Steps to Dissolve a Corporation or LLC
- File the dissolution paperwork: Once your corporation’s members have decided to dissolve, you’ll reach out to the Indiana Secretary of State and fill out the appropriate Articles of Dissolution.
- Fulfill your tax obligations: Your corporation will need to pay any taxes due to the IRS and the Indiana Department of Revenue. This includes liquidating assets and paying any creditors.
- Cancel licenses and close accounts: Ensure to cancel any licenses or permits and close down accounts with vendors and banks after financial affairs are settled.
To dissolve your LLC in Indiana, submit the required Indiana Articles of Dissolution (Form 49465) to the Indiana Secretary of State by mail, in-person, or online.
Obtain a Certificate of Existence
You can obtain your certificate of existence in Indiana from the Secretary of State, which is proof of good standing for your business entity.
Additional Considerations for Dissolution
It’s important to note that dissolution involves more than just ceasing operations. Formal completion of business and financial resolutions, tax documentation, and filing the correct Articles of Dissolution is mandatory to avoid potential penalties and liabilities.
For filing Articles of Dissolution, business entities need to use the correct forms such as Form 49465 for LLCs and Form 34471 for corporations. Corporations that have not started conducting business should use Form 39035.
Termination of a Corporation
To voluntarily terminate a corporation, there are three main methods:
- Action by shareholders
- Action by the board of directors
- Filing for bankruptcy
Once a corporation is dissolved, the process includes appointing a liquidator, selling off assets, paying creditors, and distributing any remaining assets to shareholders.
It is important for directors to ensure that all creditors are paid within 12 months of dissolution to prove solvency and avoid legal objections.