Dissolving an Indiana LLC
If you and other members of your organization are considering dissolving your LLC, it's important to address the required steps; otherwise, you could face administrative consequences and additional challenges associated with the dissolution of your Indiana LLC.
Before you file paperwork
Before anything is filed with the state to formally terminate the existence of the LLC, members of the LLC need to take certain actions. As a first step, members of the LLC need to approve the dissolution. This can be done in accordance with the operating agreement of the LLC or through a unanimous consent of the members approving the dissolution. Regardless of the method, the vote on the dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful in the event that someone does not remember providing their consent.
What to file
You are responsible for notifying creditors prior to dissolving an Indiana LLC. The Indiana Secretary of State does not require a clearance certificate for taxes to dissolve your Indiana LLC. However, you may want to acquire a notice of voluntary dissolution through the attorney general, Department of Workforce Development, and Department of Revenue. Sending a notice can assist you with the formal process of dissolution. Articles of dissolution can be filed online, in person, or through the mail.
You must pay members any required interim distributions. Indiana’s LLC Act stipulates that assets remaining, after all creditors and lawsuits have been paid, should be given to members in re-appropriation to their contribution. You may also wish to establish notice to claimants and creditors about the LLC's dissolution. This is optional; however, it can minimize liability. You have a maximum of 60 days after the due date to submit the bi-annual report.
We recognize that this process can be overwhelming and frustrating for someone in the midst of winding down the business of an LLC. To avoid the hassles associated, you can partner with our service and we will handle all aspects of dissolving your Indiana LLC for you.
Impact of dissolution
Once formally dissolved with the state, the name of your Indiana LLC is protected for up to 120 days. Penalties can be applied if you do not properly dissolve your LLC. Every LLC in the state of Indiana is required to submit a bi-annual report to the office of the Secretary of State. If an LLC fails to file their bi-annual report or assumes that the member vote to dissolve the LLC is enough to terminate business status, the state can dissolve the company administratively.
Finally, remember that if you are authorized to do business in other states, you will need to follow the necessary procedures within those states to decrease your chances of facing additional consequences outside of Indiana. Swyft Filings can help with your withdrawal from any state where you are foreign qualified.