Indiana: Corporation Reinstatement and Revival Requirements
The short answer
An Indiana domestic business corporation may seek reinstatement within five years after administrative dissolution, and current law also permits a later application with added statements explaining the request and intended future activities. The filing requires Department of Revenue clearance, all outstanding Business Entity Reports and state charges, current name and agent information, and a $30 application fee. Reinstatement relates back, but it preserves rights acquired in reliance on the dissolution before notice.
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This is the general rule in Indiana. Ask about your specific facts and see which parts of current Indiana law apply, with citations to the statutes.
| Eligible inactive status | Domestic filing entity administratively dissolved after a 60-day fee/tax, biennial-report, agent, or agent/office-notice default; written notice and another 60-day cure normally precede dissolution (§§ 23-0.5-6-1 to -2) |
|---|---|
| Filing window | Apply within 5 years under the ordinary route; applications more than 5 years after dissolution are also allowed with a reason-for-reinstatement and intended-future-activities statement. Current text states no final outside limit (§ 23-0.5-6-3(a)-(b)) |
| Application or certificate contents | Name at dissolution and compliant replacement if needed; principal-office street address; agent name/address; dissolution date; cured/nonexistent grounds; DOR clearance. Later-than-5-year filing adds reason and intended activities (§ 23-0.5-6-3(a)-(b)) |
| Reports, taxes, fees, and penalties | DOR Certificate of Clearance; every outstanding Business Entity Report and fee; all SOS fees, taxes, interest, and penalties due at dissolution and amounts that would have accrued while dissolved (§ 23-0.5-6-3(d); Form 4160) |
| Name and registered-agent cure | Use a name satisfying § 23-0.5-3-1; if unavailable, submit Articles of Amendment. State current agent/address; when agent information is required on Form 4160, represent that the named agent consented (§ 23-0.5-6-3(a); Form 4160) |
| Approval and signature | Application is signed by the entity; Form 4160 uses a governing person/authorized representative and verifies under perjury. If applicant is not listed as a governing person, attach a notarized permission affidavit signed by a governing person or entity attorney (§ 23-0.5-6-3(c)) |
| Filing office and method | Indiana Secretary of State, Business Services Division. Current Form 4160 instructs submission of the original paper filing and payment to the Indianapolis office; § 23-0.5-2-1 permits hand, mail, or Secretary-approved electronic transmission |
| Fixed filing fee and expediting | $30 application fee. Outstanding reports and charges, clearance work, any name amendment, and other cure filings are additional; no reinstatement expedite tier is stated in current Form 4160 |
| Legal effect and third parties | Relates back to the administrative-dissolution date and activities resume as if dissolution never occurred; rights arising from reliance before knowledge or notice of reinstatement are preserved (§ 23-0.5-6-3(f)) |
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Requirements one by one
Confirm the Secretary used administrative dissolution
Ind. Code § 23-0.5-6-1 permits administrative dissolution after a required fee,
tax, interest, or penalty remains unpaid for 60 days; a biennial report is 60
days late; the entity lacks a registered agent for 60 consecutive days; or an
agent or office change, resignation, or discontinuance is unreported for 60
days.
The Secretary normally provides written notice. Ind. Code § 23-0.5-6-2 then gives
the domestic corporation 60 days after receiving notice to cure or disprove
each ground. A narrow notice exception applies after a failed registered-agent
service attempt when the Secretary has no principal-office address on record.
Use the correct side of the five-year line
Within five years after dissolution, the corporation uses § 23-0.5-6-3(a).
Current subsection (b), effective January 1, 2026, separately authorizes an
application more than five years after dissolution. It states no final outside
limit.
The later application includes every ordinary item plus a statement describing
why reinstatement is requested and the corporation's intended future activities
if the Secretary approves it.
Supply the application fields and Revenue clearance
The application states the name at dissolution and a compliant replacement if
needed, the principal-office street address, current registered agent and
address, dissolution effective date, and that each ground did not exist or was
cured. It includes a Department of State Revenue Certificate of Clearance
stating that entity taxes were paid.
Current State Form 4160 also records the incorporation date and reason for
dissolution. It warns that the filing cannot be accepted without the Revenue
clearance.
File every report and pay the full cure amount
Form 4160 requires a completed Business Entity Report and fee for every
outstanding year. The $30 application charge is not the whole bill.
Section 23-0.5-6-3(d) requires every Secretary fee, tax, interest, and penalty
that was due when dissolution occurred, plus every amount that would have become
due to the Secretary during the dissolved period. The Revenue clearance is a
separate prerequisite.
Check the name and registered-agent record
If the dissolved corporation's name is unavailable, the current form instructs
it to submit Articles of Amendment with the reinstatement filing. The application
itself may state the different name that satisfies § 23-0.5-3-1.
Form 4160 collects current commercial or noncommercial registered-agent
information when the dissolution ground involves the agent or office. The
signer represents that the named agent consented. The form says not to complete
that agent section when dissolution was solely for missing Business Entity
Reports.
Match the filer to the authority evidence
Section 23-0.5-2-1 permits an authorized person to sign and requires the name and
capacity. Form 4160 uses a governing person or duly authorized representative,
with verification under the penalties of perjury.
If the individual applying is not listed as a governing person, § 23-0.5-6-3(c)
requires a notarized affidavit saying a governing person authorized the request.
A governing person or an attorney representing the entity signs that affidavit.
The ordinary filing rule otherwise does not require a seal, attestation,
acknowledgment, or verification.
Submit the current form and $30 fee
The current published Form 4160 instructs the filer to send the original
completed paperwork and payment to the Secretary of State's Business Services
Division in Indianapolis. Ind. Code § 23-0.5-2-1 allows entity filings by hand,
mail, or a Secretary-approved electronic transmission.
The fixed application fee is $30. Current Form 4160 states no separate expedite
tier. Report charges, clearance work, a name amendment, and other cure filings
remain additional.
Preserve the reliance exception
Effective reinstatement relates back to the administrative-dissolution date, and
the corporation resumes activities as if dissolution never occurred. Indiana
does not make that retroactivity absolute.
Section 23-0.5-6-3(f)(3) preserves rights arising from an act or omission in
reliance on the dissolution before the person knew or had notice of
reinstatement. A transaction or dispute involving the inactive period therefore
needs separate review even after the entity record becomes active.
What trips people up
The five-year point changes the application; it no longer ends eligibility.
Pre-2026 material that says reinstatement is impossible after five years is
stale. The current later route requires the reason and intended-activities
statement.
Authority evidence is filer-specific. A listed governing person can sign through
the ordinary route. Someone not listed must add the notarized permission
affidavit signed by a governing person or the corporation's attorney.
The relation-back rule has an express reliance protection. Reinstatement restores
corporate status retroactively without displacing a person's qualifying rights
arising before that person knew or had notice of the reinstatement.
Common questions
Can a corporation dissolved more than five years ago return?
Yes. Current § 23-0.5-6-3(b) permits the application with the ordinary contents
plus the reason for reinstatement and intended future activities.
Must every missed Business Entity Report be filed?
Yes. State Form 4160 requires a completed report and fee for every outstanding
year, in addition to the Revenue clearance and $30 application.
Does every signer need a notarized affidavit?
No. The special notarized permission affidavit applies when the individual
requesting reinstatement is not listed as a governing person. The application
itself is verified under perjury on the current form.
Statutes and sources
- Ind. Code §§ 23-0.5-6-1 to -4 — current grounds, notice/cure, both filing windows, application, arrears, certificate, effect, and reliance protection (accessed 2026-08-02).
- Ind. Code § 23-0.5-2-1 — delivery, signature, capacity, and optional formality rules (accessed 2026-08-02).
- State Form 4160 (R25 / 02-26) — current clearance, report, name, agent, signature, submission, and $30 fee instructions (accessed 2026-08-02).
Source links
Every statute quoted above, linked, with the date we checked it.
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