Are you ready to stop doing business with your Indiana corporation, but you’re not sure how the official dissolution process works?
The state of Indiana requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving an Indiana corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Rocket Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- File the Articles of Dissolution with the Business Services Division of the Indiana Secretary of State’s office.
- Fulfill all tax obligations with the state of Indiana, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve an Indiana Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
The process for dissolving an Indiana corporation is relatively straightforward. First, you will need to fill out and file one original and one copy of the Articles of Dissolution with the Secretary of State. This can be done online or by mail. In either case, you will need to have the following information ready:
- Corporate name
- Mailing address
- Date of incorporation
- Date of dissolution authorization
- Number of votes for/against dissolution
- Title and signature of authorized representative
Additionally, you will need to file Notice of Voluntary Dissolution (you can use a copy of the Articles of Dissolution) with three Indiana agencies: the Department of Revenue, the Department of Workforce Development, and the Attorney General. You do not need to get official clearance from these entities, though it is recommended to protect your corporate officers from any personal liability for unpaid corporate debts.
If you’re filing the Articles of Dissolution by mail, you will need to include a check for $30 made payable to the “Secretary of State.” (the fee is only $20 if you file online). Then, you can send the original, one copy, and the check to the following address:
Business Services Division
302 W. Washington Street E-018
Indianapolis, Indiana 46204
If you file online, your dissolution is processed on the following business day. Filing by mail generally takes about 3-5 business days.
How to Dissolve an Indiana Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
Rather than filing the standard Articles of Dissolution, Indiana corporations that have not distributed shares or conducted business will need to file Form 39035, also known as the “Articles of Dissolution Prior to Issuing Shares or Commencing Business.” Just like the Articles of Dissolution, this form can be filed online or by mail. If you are filing by mail, you must send one original and one copy with the following information to the Secretary of State:
- Name of corporation
- Affirmation that all dissolution requirements have been met
- Date of incorporation
- Title and signature of authorized representative
The filing process for Form 39035 is the same, as you will need to provide payment for $30 (or $20 online) made payable to the “Secretary of State.” Additionally, you will need to send Notice of Voluntary Dissolution to the Department of Revenue, the Department of Workforce Development, and the Attorney General. The original and one copy of Form 39035 can be mailed (along with the check) to the same address:
Business Services Division
302 W. Washington Street E-018
Indianapolis, Indiana 46204
Processing times will vary based on how you choose to file, with mail filings processing in about 3-5 business days.
What Else Do I Need to Know About Dissolving a Corporation in Indiana?
As soon as a voluntary dissolution is processed, anyone can claim your business name for commercial or personal use. However, you can revoke a corporate dissolution within 120 days of filing the paperwork, in which case you will need to confirm your name’s availability before proceeding.
The rules for name availability are slightly different if your corporation is administratively dissolved. This can happen when your corporation does not file its biennial report within 60 days of the late filing notice sent by the Secretary of State. With administrative dissolutions, your name does not become available for 120 days following the dissolution. If this occurs, you will need to file a reinstatement packet with the state within that period to reinstate your corporation. You can learn more about reinstating a dissolved corporation right here.
Conclusion
The process to dissolve an Indiana corporation is very simple, whether or not you have commenced business or distributed shares. However, the reinstatement process is much more complicated, so you should only dissolve your corporation if you have no intention of conducting further business in the state.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving an Indiana corporation!