Nonprofit Corporation Administrative Dissolution and Reinstatement in Indiana

At a glance

Requirements one by one

Grounds and notice

Ind. Code § 23-0.5-6-1 allows a proceeding when a required fee, tax, interest, or penalty remains unpaid 60 days after due, or a biennial report remains undelivered 60 days after due. A 60-day registered-agent lapse, or 60 days without notice of a changed agent or office, agent resignation, or office discontinuance, also qualifies. Under § 23-0.5-6-2(a), written notice is ordinarily required. Its exception needs both a failed prior attempt to serve the agent and no principal-office address in the Secretary's records. An entity receiving notice has 60 days to cure or demonstrate that every asserted ground is absent.

Status and remaining powers

If the grounds remain, § 23-0.5-6-2(b) directs the Secretary to sign and file a certificate reciting the grounds and effective dissolution date and provide a copy. The nonprofit still exists, but subsection (c) limits activity to reinstatement or winding up under the nonprofit provisions. Section 23-17-22-5(a) identifies permitted winding-up acts, including preserving assets, paying liabilities, and transferring assets under the charter or bylaws. Section 23-0.5-6-2(d) keeps registered-agent authority in force.

Restoration and review

Section 23-0.5-6-3(a) calls for a signed application stating the prior name or a different compliant name, principal-office and registered-agent information, effective dissolution date, cure or absence of grounds, and a state revenue tax-clearance certificate. A request after five years adds a reason and intended future activities under subsection (b). Subsection (d) requires payment of the Secretary's charges that were due at dissolution and would have accrued during it. Once filed, the reinstatement certificate relates back to dissolution, while preserving rights arising from reliance on the dissolution before notice of reinstatement. Section 23-0.5-6-4 permits judicial review of a denial within 30 days after service.

What trips people up

The first 60-day clocks in § 23-0.5-6-1 measure delinquency or an agent lapse. The separate cure clock in § 23-0.5-6-2(b) runs after the entity receives the Secretary's determination notice. A five-year delay changes the reinstatement application's required statements; § 23-0.5-6-3(b) still provides a later route.

Common questions

Can someone outside the listed governing persons request reinstatement? Under § 23-0.5-6-3(c), that applicant must include a notarized affidavit of permission signed by a governing person or the entity's attorney.

What must accompany a court appeal of denial? Section 23-0.5-6-4(c) requires copies of the dissolution certificate, reinstatement application, and denial notice with the petition.

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 2026-09-28).
• Ind. Code § 23-0.5-6-2 — “For nonprofit corporations, under:” (official Chapter 6 PDF, accessed 2026-09-28).
• 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 2026-09-28).
• Ind. Code § 23-0.5-6-4 — “An entity may seek judicial review of denial of reinstatement” (official Chapter 6 PDF, accessed 2026-09-28).
• Ind. Code § 23-17-22-5 — “A dissolved corporation continues the corporation's corporate existence but may not carry on activities except those appropriate to wind up and liquidate the corporation's affairs” (official Chapter 22 PDF, accessed 2026-09-28).