How to Dissolve an LLC in Indiana

Dissolving a business often involves complex procedures. However, for a limited liability company in Indiana, dissolving it takes a handful of paperwork. When an LLC is formed in Indiana, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in Indiana. LLCs must file the Articles of Dissolution with the Indiana Secretary of State like the formation certificate was filed at the time of forming an LLC in Indiana. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: Indiana LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of Indiana LLC requires three broad procedural steps. Having a Indiana LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Indiana Secretary of State.

Step 1: Follow the LLC Operating Agreement in Indiana

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in Indiana.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. Indiana registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in Indiana that we strongly recommend for you.

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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the Indiana LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in Indiana to file the BOI Report. The Beneficial Ownership Information (BOI) in Indiana is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Indiana Articles of Organization, one has to file Indiana LLC Articles of Organization. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the Indiana Secretary of State physical office along with the state filing fee.
If you want to dissolve Indiana Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	Sign in to SOS
Offline Applications	Withdrawal of Filing (Domestic)
SOS Contact (if offline application is available)	Secretary of State Business Services Division, 302 West Washington Street, Room E018, Indianapolis, IN 46204
Filing Time	3 to 5 working days
Filing Fee	$30

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in Indiana

Apart from these three steps, no major dissolution rules are there in Indiana. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in Indiana include the formation as well as dissolution fees. To dissolve an LLC in Indiana, LLCs have to file an Article of Dissolution. The filing fee is $30. The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in Indiana, you can reinstate or revive the same within a given time. In Indiana, the LLC name will be available up to 120 days. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Indiana if that is available. According to the Indiana SOS, you can revive your LLC within 5 years.

Reasons Behind Dissolving an LLC in Indiana

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in Indiana, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in Indiana

With the population of 6,876,047, Indiana is one of the favorable places to start an LLC. According to several reports, starting an LLC for Food Truck can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in Indiana.

Food Truck
Customized Tours
Content Marketing
Short-Term Property Rentals
Home Improvement

Indiana LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your Indiana LLC. Click on the steps in this list if you want to read the full details.

Follow Your Indiana LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Articles of Organization: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in Indiana?

To dissolve an LLC in Indiana, you must file Articles of Dissolution with the Indiana Secretary of State.

What information do I need to include in the Articles of Dissolution when dissolving an LLC in Indiana?

The Articles of Dissolution for an LLC in Indiana must include the name of the LLC, the date of organization, and a statement that the LLC is dissolved.

Are there any fees associated with dissolving an LLC in Indiana?

Yes, there is a filing fee for dissolving an LLC in Indiana. The current fee is $30.

Is there a specific form to use for dissolving an LLC in Indiana?

Yes, you must use the Articles of Dissolution form provided by the Indiana Secretary of State when dissolving an LLC in Indiana.

How long does it take to dissolve an LLC in Indiana?

After filing the Articles of Dissolution, it typically takes a few business days for the LLC to be officially dissolved in Indiana.

Do I need to notify creditors and other parties when dissolving my LLC in Indiana?

Yes, you must notify creditors, customers, and any other interested parties when dissolving an LLC in Indiana.

What happens to any remaining assets of the LLC after dissolution in Indiana?

After settling all debts and obligations, any remaining assets of the LLC are distributed to the members according to their ownership interests.

Can I change my mind after filing the Articles of Dissolution for my LLC in Indiana?

Once the Articles of Dissolution are filed with the Indiana Secretary of State, the dissolution process cannot be reversed.

Can I reinstate a dissolved LLC in Indiana?

Yes, you can apply for reinstatement of a dissolved LLC in Indiana by filing an Application for Reinstatement with the Secretary of State.

What is the deadline for filing the Articles of Dissolution for my LLC in Indiana?

There is no specific deadline for filing the Articles of Dissolution for an LLC in Indiana, but it should be done as soon as the decision to dissolve the LLC is made.

Can I dissolve my LLC in Indiana if it is not in good standing?

Before dissolving an LLC in Indiana, it must be in good standing with the Secretary of State. This means all annual reports and fees must be up to date.

Do I need to obtain a tax clearance from the Indiana Department of Revenue before dissolving my LLC in Indiana?

Yes, you must obtain a tax clearance from the Indiana Department of Revenue before dissolving your LLC in Indiana.

Can I dissolve my LLC in Indiana if it is involved in a lawsuit?

Before dissolving an LLC in Indiana that is involved in a lawsuit, you must settle or resolve all pending legal matters.

Can I sell the assets of my LLC before dissolving it in Indiana?

Yes, you can sell the assets of your LLC before dissolving it in Indiana, but the proceeds must be used to settle debts and obligations of the LLC.

What is the process for distributing remaining assets to members upon LLC dissolution in Indiana?

After settling all debts and obligations, remaining assets of the LLC are distributed to members based on their ownership interests as specified in the operating agreement.

Do I need to publish notice of the LLC’s dissolution in a newspaper in Indiana?

No, there is no requirement to publish notice of an LLC’s dissolution in a newspaper in Indiana.

Can I dissolve my LLC without the approval of all members in Indiana?

The decision to dissolve an LLC in Indiana should be made according to the operating agreement or by obtaining approval from a majority of members.

What do I need to do to cancel my LLC’s business licenses and permits in Indiana?

To cancel your LLC’s business licenses and permits in Indiana, you must contact each licensing agency and follow their specific cancellation procedures.

Do I need to notify the Indiana Department of Workforce Development when dissolving my LLC in Indiana?

Yes, you need to notify the Indiana Department of Workforce Development that you are dissolving your LLC in order to close your unemployment insurance account.

Can I use the same EIN for a new business after dissolving my LLC in Indiana?

No, you cannot use the same EIN (Employer Identification Number) for a new business after dissolving your LLC in Indiana. You must apply for a new EIN.

Are there any ongoing reporting requirements for a dissolved LLC in Indiana?

No, once an LLC is dissolved in Indiana, there are no ongoing reporting requirements. However, it is important to keep records for tax purposes.

Can I transfer the LLC’s dissolved status to a new entity in Indiana?

No, the dissolved status of an LLC in Indiana cannot be transferred to a new entity. The new entity must go through the formation process separately.

Will I be personally liable for any debts of the LLC after dissolution in Indiana?

Generally, members of an LLC are not personally liable for the debts of the LLC after it is dissolved in Indiana. However, there are exceptions, so it is important to consult with an attorney.

What happens to pending contracts and agreements of the LLC after dissolution in Indiana?

Any pending contracts or agreements of the LLC must be settled or fulfilled before dissolution can be finalized in Indiana.

Can I dissolve my LLC in Indiana if it has outstanding tax debts?

Before dissolving an LLC in Indiana with outstanding tax debts, those debts must be settled with the Indiana Department of Revenue.

Can a dissolved LLC in Indiana be reinstated after the expiration of its administrative dissolution period?

Yes, if an LLC in Indiana has been administratively dissolved for failure to file annual reports, it can typically be reinstated within a certain period post expiration.

Can I dissolve my LLC in Indiana if it is still earning income?

Yes, you can dissolve an LLC in Indiana even if it is still earning income. The LLC must settle its debts and obligations before distributing any remaining assets.

Do I need to notify the IRS when dissolving my LLC in Indiana?

Yes, you must notify the IRS of the dissolution of your LLC in Indiana by filing a final tax return for the LLC.

What is the process for closing bank accounts associated with a dissolved LLC in Indiana?

To close bank accounts associated with a dissolved LLC in Indiana, you must notify the bank in writing of the dissolution and follow their account closure procedures.

Can I dissolve my LLC in Indiana if it is currently in bankruptcy?

Before dissolving an LLC in Indiana that is in bankruptcy, you must obtain approval from the bankruptcy court.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.