How to Dissolve an LLC in Indiana: Step-by-Step Guide
Updated: Nov 4
To dissolve an LLC in Indiana, the members first approve the dissolution as required by the operating agreement and Indiana law. The LLC then winds up its affairs by collecting assets, paying or providing for debts, and distributing what is left to the members. It may file articles of dissolution with the Indiana Secretary of State, for a $30 fee. Before closing, the LLC should also close its accounts with the Indiana Department of Revenue and file final tax returns. Skipping these steps can leave owners dealing with unpaid bills, tax notices, or claims after the business has stopped operating.
Key points
Indiana's LLC dissolution rules are in IC 23-18-9.
For LLCs formed after June 30, 2013, dissolution generally requires the written consent of all members, unless the operating agreement allows fewer.
After dissolution, the LLC may carry on only the business needed to wind up its affairs.
Debts are paid, or reserves are set aside, before members receive distributions.
Articles of dissolution (State Form 49465) carry a $30 filing fee with the Secretary of State.
Tax accounts should be closed with the Indiana Department of Revenue through INTIME or Form BC-100.
Step 1: Approve the dissolution
Under IC 23-18-9-1.1, an Indiana LLC formed after June 30, 1999 dissolves when the first of these events occurs:
a time or event stated in writing in the articles of organization or operating agreement;
the written consent of the members (see below);
a court order of judicial dissolution; or
for a single-member LLC, the death of the sole member, unless the business is continued within 90 days as the statute allows.
For an LLC formed after June 30, 2013, member consent generally means the unanimous written consent of the members, unless the operating agreement allows dissolution by fewer than all members. For an LLC formed between July 1, 1999 and June 30, 2013, the default is written consent of two-thirds in interest of the members.
Check your operating agreement first. It may set its own voting rules, notice requirements, or buyout steps. Keep a signed written consent or resolution with the company's records. If your agreement is silent or unclear, our article on why your LLC operating agreement needs a buyout provision explains why these terms matter.
Step 2: Wind up the business
A dissolved LLC does not disappear immediately. Under IC 23-18-9-3, it may carry on only the business needed to wind up and liquidate its affairs. Winding up includes:
collecting the company's assets;
selling property that will not be distributed to members;
paying or making provision for liabilities;
distributing the remaining property to the members; and
taking other steps needed to close the business.
Dissolution does not by itself change members' personal liability protections, stop lawsuits by or against the LLC, or end the registered agent's authority.
Step 3: Pay creditors before members
IC 23-18-9-6 sets the order in which assets are distributed:
Creditors, including members and managers who are creditors, are paid, or adequate reserves are set aside.
Members and former members receive any distributions they are owed under the operating agreement or Indiana law, unless a written operating agreement says otherwise.
Members receive what remains, in proportion to their contributions, unless a written operating agreement says otherwise.
Distributing money to members before debts are handled can create personal exposure for members who received the distributions.
Step 4: Give notice to claimants
Indiana law gives a dissolved LLC two optional tools to bring claims to a close:
Written notice to known claimants (IC 23-18-9-8). The notice states the amount the LLC believes will satisfy the claim and gives a deadline of at least 60 days to dispute it. If a dispute is rejected, the claimant has 90 days to start a proceeding to enforce the claim.
Published notice (IC 23-18-9-9). The LLC may publish a notice in a newspaper in the county where its principal office was last located. Claims covered by the notice are generally barred unless a proceeding to enforce them begins within two years after publication.
These notices can help owners avoid surprise claims years later. They must be prepared correctly to have the intended effect.
Step 5: File articles of dissolution
Under IC 23-18-9-7, an LLC may file articles of dissolution with the Indiana Secretary of State after it dissolves. The articles list:
the LLC's name;
the date its articles of organization were filed;
its principal office address;
the date dissolution occurred; and
any other information the members or managers choose to include.
The Secretary of State's form is State Form 49465, Articles of Dissolution of a Limited Liability Company. The filing fee listed on the form is $30. Filing can be done through INBiz or by mail to the Business Services Division.
Filing articles of dissolution makes the company's status clear on the public record. It also helps prevent ongoing business entity report obligations. See our article on the Indiana business entity report for how missed reports can lead to administrative dissolution, which is different from a voluntary dissolution.
Step 6: Close tax accounts and file final returns
The articles of dissolution form notes that the Indiana Department of Revenue and the Department of Workforce Development must be notified. In practice, owners should:
file final federal and Indiana tax returns;
close Indiana sales tax, withholding, and other business tax accounts through INTIME, or by filing Form BC-100, the Indiana Business Tax Closure Request, if the business has no INTIME account;
close unemployment insurance accounts with the Department of Workforce Development if the LLC had employees; and
cancel local licenses, permits, and assumed business names.
The Department of Revenue warns that if accounts are not closed, it may continue sending bills for estimated taxes.
Common mistakes
Stopping operations without dissolving. The LLC still exists and may still owe reports and taxes.
Paying members before creditors. This can create personal liability.
Forgetting leases, loans, and personal guarantees. Dissolving the LLC does not end a member's personal guarantee.
Not keeping records. Keep the consent, filings, final returns, and proof of account closures.
Frequently asked questions
How much does it cost to dissolve an LLC in Indiana?
The Secretary of State's articles of dissolution form lists a $30 filing fee. Other costs, such as final tax filings, publication of notice, or professional help, depend on the business.
Can one member dissolve a multi-member LLC?
For LLCs formed after June 30, 2013, the default rule requires the unanimous written consent of the members unless the operating agreement says otherwise. A member may also ask a court for judicial dissolution in some circumstances.
Is dissolving an LLC the same as administrative dissolution?
No. Voluntary dissolution is the owners' decision. Administrative dissolution is imposed by the Secretary of State, often for failing to file business entity reports, and it may later be reversed through reinstatement.
Do I need a lawyer to dissolve my LLC?
It depends on the business, but dissolving an LLC involves much more than filing a $30 form. Owners who skip steps can face creditor claims, tax bills, or personal liability for distributions long after the business has closed. Legal help is especially important when there are multiple members, unpaid creditors, leases or loans, employees, personal guarantees, or disagreements among owners.
How Brinkley Law can help
Closing a business the right way protects the owners after the doors are shut. Brinkley Law can:
review your operating agreement and prepare the member consent or resolution;
plan the wind-up, including the order in which debts and members are paid;
prepare and send notices to known claimants and publish notice when it makes sense;
prepare and file the articles of dissolution;
coordinate final returns and tax account closures with your accountant; and
address leases, loans, personal guarantees, and disagreements among members.
Talk with Brinkley Law about closing your LLC
If you are planning to close or restructure an Indiana LLC, contact Brinkley Law before you start distributing money or closing accounts. You can schedule a consultation online or call 317-766-1379. Learn more about our business law services.
Brinkley Law, 8888 Keystone Crossing, Suite 1300, Indianapolis, Indiana 46240.
This article provides general information about Indiana law and is not legal advice. Reading it or contacting Brinkley Law does not create an attorney-client relationship. The application of the law depends on the facts of each matter.
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