How to Dissolve an Indiana Corporation
How do you dissolve an Indiana Corporation?
To dissolve your Indiana Corporation, file Indiana Form 34471, Articles of Dissolution with the Secretary of State, Corporations Division. You can also file for dissolution online if you set up an IN.gov payment account or pay by MasterCard, Discover or Visa credit card.
To dissolve an Indiana Corporation that has not yet conducted business, file Form 39035, Articles of Dissolution Prior to Issuing Shares or Commencing Business.
Submit one original and one copy to the SOS by mail, express mail, or in person. Include a check or money order payable to the Secretary of State.
Business Services Division
302 W. Washington Street, E-018
Indianapolis, Indiana 46204
Indiana Corporation Dissolution FAQ
Is there a filing fee to dissolve or cancel an Indiana Corporation?
There is a $30 filing fee to dissolve your Indiana Corporation. The filing fee is only $20 if you file online (there is a small credit card fee as well).
Your Indiana registered agent may be able to help with the dissolution process.
Do you need clearance from any other state agencies before the Indiana Secretary of State will accept your dissolution?
You don’t need any additional clearances to dissolve a business, but if you have commenced business you are required to file Notice of Voluntary Dissolution (a copy of the articles of dissolution is fine) with three additional state agencies. Getting official clearance is recommended, but not required, to protect officers and directors from personal liability for unpaid corporate obligations.
Send a copy of the articles to each of the following agencies:
Indiana Department of Revenue
100 N. Senate Ave. Rm. N241
Indianapolis, IN 46204
Indiana Department of Workforce Development
Employer Audit Section
10 N. Senate Ave.
Indianapolis, IN 46204
Indiana Attorney General
35 South Park Blvd.
Greenwood, IN 46143
How long does it take the state to process the filing?
If you walk-in or mail your documents: Documents received before noon are filed by noon the next business day
Documents received after noon are filed by noon on the second business day
Mailed in documents are filed in 3-5 business days
How long before someone can take your business name?
As soon as your Articles of Dissolution are filed your corporate name is available to other businesses.
If your corporation is administratively dissolved, your name is only protected for 120 days following the dissolution. So the first step in the reinstatement process will be to check on your name availability. You will have to choose a new business name if your previous name has been taken.
Can you revoke the dissolution of your Indiana Corporation?
Yes. A corporation can revoke its dissolution within 120 days of the effective date of dissolution. The effective date is either the date the dissolution was filed or a later date specified in the articles of dissolution.
What is the penalty if you just don’t file your annual reports?
If an Indiana corporation does not file its biennial report within 60 days after the due date, the SOS will notify the corporation in writing that it has grounds for dissolution. If the corporation still doesn’t file the report within 60 days after the notice, it is administratively dissolved by the SOS.
If the SOS administratively dissolves your Indiana corporation, you have to complete a domestic entity reinstatement packet if you want to continue to do business in Indiana.
You must include any unpaid biennial report fees ($30 each) and the reinstatement fee ($30) with the reinstatement packet.