LLC Administrative Dissolution and Involuntary Termination in Indiana
At a glance
| Law, agency and LLC scope | Ind. Code ch. 23-0.5-6; Secretary of State may administratively dissolve a domestic filing entity, including an LLC (§§ 23-0.5-6-1–3). |
|---|---|
| Grounds and trigger dates | Fee, tax, interest or penalty unpaid 60 days after due; biennial report 60 days late; no agent for 60 consecutive days; agent/office change, resignation, or discontinuance unreported 60 days (§ 23-0.5-6-1). |
| Agency notice | Secretary may commence; written determination notice ordinarily required. Exception if prior agent service failed and no principal-office address is on record (§ 23-0.5-6-2(a)). |
| Cure or response window | For an LLC receiving notice, 60 days after receipt to cure or satisfy Secretary that each ground does not exist (§ 23-0.5-6-2(b)); statute states a narrow no-notice exception. |
| Action and effective date | After uncured received notice, Secretary signs, files, and supplies certificate reciting grounds and effective date; filing effectiveness follows § 23-0.5-2-3 (§ 23-0.5-6-2(b)). |
| Status, activity and service | LLC continues as same entity only to apply for reinstatement or wind up/liquidate; registered-agent authority survives dissolution (§ 23-0.5-6-2(c)–(d)). |
| Special routes and effects | Unpaid taxes under this article or other law count as grounds; written notice may be omitted only after failed agent service and no principal-office address (§§ 23-0.5-6-1(1), -6-2(a)). |
| Route back and limits | Ordinary application within five years; later application adds reason and future-activities statement. Tax clearance and arrears required; effective reinstatement relates back subject to reliance rights (§ 23-0.5-6-3). |
Requirements one by one
Grounds and report timing
Ind. Code § 23-0.5-6-1 lists four grounds for an Indiana domestic filing entity, including an LLC. A fee, tax, interest, or penalty must remain unpaid for 60 days after it is due; a biennial report must remain undelivered 60 days after its due date. Section 23-0.5-2-13(c) places reports on a two-calendar-year schedule set by the Secretary. A 60-day lapse of registered agent or a 60-day failure to notify the Secretary of an agent or office change, resignation, or discontinuance also qualifies.
Notice and certificate
Section 23-0.5-6-2(a) ordinarily requires written notice of the Secretary's determination. The stated exception needs both a receipt showing a failed prior attempt to serve process on the registered agent at the registered office and no principal-office address on record. For an LLC receiving notice, subsection (b) allows 60 days after receipt to cure or show each ground does not exist. If the LLC does neither, the Secretary signs and files a certificate stating the grounds and effective date and supplies a copy. Section 23-0.5-2-3 gives the ordinary effectiveness rule for entity filings.
After dissolution and reinstatement
Under § 23-0.5-6-2(c), a dissolved LLC continues as the same type of entity but may act only to seek reinstatement or to wind up and liquidate under its LLC law. Subsection (d) preserves the registered agent's authority.
Section 23-0.5-6-3(a) ordinarily allows application within five years. A later application remains possible under subsection (b), with a statement explaining the request and intended future activities in addition to the usual application. Reinstatement requires tax clearance and payment of the stated arrears; subsection (f) relates effective reinstatement back while protecting rights acquired in reliance on the dissolution.
What trips people up
The missed biennial report is a ground only after it is 60 days overdue under § 23-0.5-6-1(2). A second 60-day period runs after an LLC receives the determination notice under § 23-0.5-6-2(b). The narrow no-notice exception in subsection (a) prevents treating notice as unconditional in every case.
Common questions
May the LLC continue normal operations after the certificate? Section 23-0.5-6-2(c) limits activity to reinstatement or winding up and liquidation.
Is reinstatement impossible after five years? Section 23-0.5-6-3(b) provides a later-application route with additional statements.
Statutes and sources
- Ind. Code § 23-0.5-6-1 — “The secretary of state may commence a proceeding under section 2 of this chapter to dissolve a domestic filing entity administratively” (official Chapter 6 PDF, accessed 2026-09-26).
- Ind. Code § 23-0.5-6-2 — “The administrative dissolution of a domestic filing entity does not terminate the authority of its registered agent.” (official Chapter 6 PDF, accessed 2026-09-26).
- Ind. Code § 23-0.5-6-3 — “The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.” (official Chapter 6 PDF, accessed 2026-09-26).
- Ind. Code § 23-0.5-2-3 — “Except as otherwise provided in this article and subject to section 5(d) of this chapter, an entity filing is effective:” (official Chapter 2 PDF, accessed 2026-09-26).
- Ind. Code § 23-0.5-2-13 — “The biennial report must be delivered to the secretary of state for filing every two (2) calendar years on a schedule determined by the secretary of state.” (official Chapter 2 PDF, accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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