Corporation Reinstatement and Revival Requirements in Indiana
At a glance
| 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)) |
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.
What does Indiana law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Indiana law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace