Dissolving your Indiana corporation requires filing a document called Articles of Dissolution with the Indiana Secretary of State. The articles can be filed any time after the corporation's shareholders and directors adopt a proposal approving dissolution of the corporation. Under Indiana law, a dissolved corporation continues to exist for the sole purpose of winding-up its affairs and liquidating, but otherwise, it cannot conduct any business.
Proposal for Dissolution of Corporation
For an Indiana corporation engaged in business, shareholder approval is required to dissolve the corporation. The directors obtain shareholder approval by notifying all shareholders, even those without voting rights, of a meeting to discuss a proposal to dissolve the corporation. If a majority of the shareholders entitled to vote approve the proposal at the meeting, the directors can commence the process of dissolving the corporation, which includes filing Articles of Dissolution. In situations where no shares have been issued or the corporation has not engaged in any business, the corporation can be dissolved by a majority of the incorporators or initial directors.
Corporation Engaged in Business
The corporation's Articles of Dissolution are filed with the Business Services Division of the Indiana Secretary of State's Office. A form of articles for a corporation engaged in business is available for downloading from the secretary's website. The information needed to complete the articles includes: the name of the corporation; date dissolution was authorized; total number of shareholder votes and number of votes for and against dissolution; and a statement that the shareholder votes cast for dissolution were sufficient to authorize dissolution. The form can be filled in person or printed and mailed to the secretary's office. You also have the option of filing the articles online using the "Business Services Online" page on the secretary's website.
Corporation Not Engaged in Business
A form of articles for a corporation not engaged in business is also available form the secretary's website or can be filed online. In addition to stating the corporation's name and date of incorporation, the articles must include the following statements: majority of incorporators or initial directors authorize dissolution; no shares have been issued or the corporation has not engaged in business; corporation has no remaining debts; and net assets were distributed to the shareholders, if any shares were issued.
Notice of Voluntary Dissolution
If your corporation engaged in business prior to dissolution, three other Indiana state agencies must be notified your corporation is dissolving: Attorney General's Unclaimed Property Section; Department of Revenue; and Indiana Department of Workforce Development. Notice can be given by mailing a copy of the articles of dissolution to each agency. The Department of Revenue has its own form that can also be used; it will also accept a copy of Form 966 that must be filed with the IRS when your corporation dissolves.