Indiana Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Articles of Dissolution of a Corporation, State Form 34471, is the single filing that ends a domestic for-profit corporation's existence with the Indiana Secretary of State's Business Services Division. Indiana uses the same name as this page, and runs it as one step with no intent-to-dissolve filing first. An Indiana LLC files a different instrument also called Articles of Dissolution, State Form 49465, and a nonprofit corporation uses State Form 39080.

2. 2

   Nothing from a tax agency is attached to the filing. Indiana Code Section 23-1-45-3 asks no tax question, the filing chapter at Section 23-0.5-2 imposes no tax condition, and Section 23-0.5-2-6(a) says the Secretary of State's duty to file a conforming document is ministerial. Indiana law does contain a certificate of clearance from the Department of State Revenue, at Section 23-0.5-6-4(a)(5), but that one belongs to reinstating a corporation the state dissolved administratively, not to dissolving your own.

3. 3

   Two notices are mandatory, and they go outward rather than coming in. After the proposal to dissolve is adopted, Section 23-1-45-2(f) directs the corporation to give the notices required by Section 6-8.1-10-9, to the Department of State Revenue, and Section 22-4-32-23, to the Department of Workforce Development. Each statute sets the same 30 day deadline, measured from the adoption of the resolution or plan, and Form 34471 reprints both citations at the bottom of the page.

4. 4

   The clearance is optional, and it protects people rather than paperwork. Without it, Section 6-8.1-10-9(c) holds the officers and directors personally liable for one year, measured from the later of the notification filing or the filing of all necessary returns including the final return. Section 6-8.1-10-9(g)(2) requires the clearance request in writing within 30 days after the notification is filed, and subsection (h) says issuing it releases the officers and directors from that liability. Section 22-4-32-23 mirrors this on the Workforce Development side.

5. 5

   The fee is $20 for an electronic filing and $30 for filing in any other manner (Section 23-0.5-9-4), and the paper form face prints $30.00 next to that citation. The Indiana fee chapter carries no surcharge provision and no expedited-service tier. Fees are not refunded if the document is later withdrawn or corrected (Section 23-0.5-9-59). Paper goes to 302 West Washington Street, Room E018, Indianapolis, IN 46204, with a check payable to the Secretary of State.

6. 6

   Approval takes a majority of all the votes entitled to be cast on the proposal, not a majority of a quorum, unless the articles of incorporation or the board set a higher bar or require voting by voting groups (Section 23-1-45-2(e)). Every shareholder has to be notified of the meeting, whether or not entitled to vote, between 10 and 60 days beforehand, and the notice must say that considering dissolution is a purpose of the meeting (Section 23-1-45-2(d) with Section 23-1-29-5).

7. 7

   Creditor notice is elective in both of its Indiana forms, and both happen after the corporation is already dissolved. Section 23-1-45-6 lets the corporation write to known claimants with a stated amount and a deadline no fewer than 60 days out; a claimant who disputes and is rejected then has 90 days to sue. Section 23-1-45-7 lets the corporation publish once in a newspaper in the county of its principal office, which bars unnoticed, unacted-on and contingent claims unless suit is filed within two years. Skip the publication and no two year bar ever starts running.

Indiana Requirements for Articles of Dissolution

• No Tax Clearance Gates the Filing

  Indiana Code Section 23-1-45-3(a) limits the instrument to the corporate name, the date dissolution was authorized and the shareholder vote figures, and Section 23-0.5-2-6(a) makes the Secretary of State's duty to file a conforming document ministerial. The certificate of clearance from the Department of State Revenue that does appear in Indiana law, at Section 23-0.5-6-4(a)(5), belongs to reinstatement after administrative dissolution.

• Notices to Revenue and to Workforce Development

  Section 23-1-45-2(f) directs that after a proposal for dissolution is adopted the corporation shall give the notices required by Section 6-8.1-10-9 and Section 22-4-32-23. Each sets a 30 day deadline from the adoption of the resolution or plan. Section 6-8.1-10-9(b)(3) says the Revenue form of notification is prescribed by the department and that a copy of federal Form 966 may be accepted in its place. State Form 34471 prints both citations on its face.

• The 30 Day Written Request That Releases the Directors

  Section 6-8.1-10-9(c) keeps the officers and directors personally liable for one year, running from the later of the notification filing or the filing of all necessary returns including the final return, unless a clearance issues. Section 6-8.1-10-9(g)(2) requires the request in writing within 30 days after the notification is filed, and subsection (h) says issuance releases them. Subsection (d) allows a penalty of up to 30 percent of the unpaid tax. Section 22-4-32-23 mirrors all of it for Workforce Development.

• State Form 34471, or 39035 Before Shares Were Issued

  Indiana uses State Form 34471, Articles of Dissolution of a Corporation, revision R1 6/05-24, filed under Section 23-1-45-3. A corporation that has not issued shares or has not commenced business instead uses State Form 39035 under Section 23-1-45-1, signed on the authority of a majority of the incorporators or initial directors with no shareholder vote. There is no intent-to-dissolve step before either one.

• Twenty Dollars Electronic, Thirty Dollars on Paper

  Section 23-0.5-9-4 directs the Secretary of State to collect $20 for an electronic filing of articles of dissolution of a domestic business corporation and $30 for filing in a manner other than electronically. The paper form face prints $30.00 beside that citation. The Indiana fee chapter contains no surcharge subsection and no expedited tier across all 59 of its sections, and Section 23-0.5-9-59 denies a refund where a filed record is withdrawn or corrected.

• A Majority of All Votes Entitled to Be Cast

  Section 23-1-45-2(e) requires approval by a majority of all the votes entitled to be cast on the proposal, unless the articles of incorporation or the board require a greater vote or voting by voting groups. That is the outstanding voting power rather than a quorum. Under subsection (b)(1) the board must recommend dissolution unless conflict of interest or other special circumstances mean it should not, in which case it must explain why. Meeting notice runs to every shareholder, voting or not, 10 to 60 days ahead and must state the dissolution purpose.

• Elective Creditor Notice and the Two Year Publication Bar

  Neither Indiana notice track is required and both run after the effective date. Section 23-1-45-6 allows written notice to known claimants with a stated amount and a dispute deadline no fewer than 60 days out, 90 days for the claimant to sue after a rejection, and tender within 30 days of the claim being fixed or suit being filed. Section 23-1-45-7 allows one newspaper publication in the county of the principal office, barring unnoticed, unacted-on and contingent claims unless suit comes within two years. Without publishing, no two year bar runs.

• Effective Date, the 90 Day Delay and the 120 Day Revocation

  A corporation is dissolved upon the effective date of its articles (Section 23-1-45-3(b)), which Section 23-0.5-2-3 lets you set at the moment of filing or at a delayed date no more than 90 days after filing. Section 23-1-45-5 then keeps the corporation in existence for winding up only and preserves the registered agent's authority. Section 23-1-45-4 allows revocation within 120 days of the effective date, on State Form 55341, relating back as if dissolution had never occurred.