Nonprofit Corporation Voluntary Dissolution Filing Requirements in Indiana

At a glance

Requirements one by one

Board or manager approval

The board normally recommends the proposal. If a conflict of interest or special circumstances make a recommendation inappropriate, it must communicate the reason to members. Under § 23-17-22-2(c), a corporation without members instead obtains approval from a majority of directors in office. Ordinary board action under § 23-17-15-5 generally requires a quorum and a majority of directors present; the no-member dissolution rule counts the directors in office.

Member vote and class approval

The statutory default in § 23-17-22-2(f) is “a majority of the votes cast on the proposal.” Articles or the board may require more votes or voting groups. Section 23-17-11-4 ordinarily sets a quorum at 10% of entitled votes, subject to the article, articles, or bylaws. Written consent under § 23-17-10-4 uses at least 80% of entitled votes, with requests delivered to all members and signed consents retained in corporate records. Written ballots use the quorum and approval conditions in § 23-17-10-8.

Notice, plan, and other approval

Section 23-17-22-2 requires dissolution-purpose notice even to members who cannot vote. Section 23-17-10-5 requires fair and reasonable notice and supplies safe-harbor methods and timing, including at least ten days ordinarily, subject to the bylaws and the different mailing/publication rules. The no-member board meeting uses § 23-17-15-3 plus an express dissolution-purpose statement. A person whose approval the articles require under § 23-17-17-1 must approve in writing.

After adoption, § 23-17-22-2(g) also requires the notifications under § 6-8.1-10-9 and § 22-4-32-23. Those provisions prescribe tax and labor-department notices, generally within 30 days of the specified resolution, plan, or other statutory event. These notices are separate from the corporate articles.

Filing contents and signer

Under § 23-17-22-3, voting-member articles report each relevant class's memberships, entitled votes, and actual or undisputed voting totals. When member approval was unnecessary, the articles say so and describe sufficient board or incorporator approval. They also state any required outside approval was obtained. Section 23-0.5-2-1 requires an authorized signature and the signer's name and capacity.

Revocation or reversal

Section 23-17-22-4 requires a copy of the articles of dissolution with the revocation articles. The revocation articles identify the dissolution's effective date, the revocation-authorization date, and who authorized reversal. When effective, revocation relates back to dissolution and the corporation resumes activities as though dissolution had never occurred. The corresponding fee is in § 23-0.5-9-18.

What trips people up

• The shortcut has two alternative entry conditions. Section 23-17-22-1 says “has no members or has not commenced activities.” Its required articles nevertheless affirm that no membership has been issued or business has not commenced, that no debt remains unpaid, and that a majority of incorporators or initial directors authorized dissolution.
• Approval alone does not start statutory dissolution. Section 23-17-22-3 ties it to the articles' effective date. Section 23-0.5-2-3 supplies the default filing date/time and the permitted delayed-date limit; § 23-0.5-9-17 supplies the filing fee.
• Asset conditions survive winding up. Section 23-17-22-5 requires return or transfer of assets subject to dissolution-triggered conditions. If articles/bylaws lack a distribution provision, public benefit and religious corporations follow its specified charitable or public/religious residual-asset route.

Common questions

Does dissolution end the registered agent's authority?

No. Section 23-17-22-5(b)(6) expressly preserves that authority.

Can a pending lawsuit continue?

Yes. Section 23-17-22-5(b) preserves proceedings by or against the corporation and does not abate or suspend proceedings pending when dissolution takes effect.

Statutes and sources

Ind. Code § 23-17-2-7

Sec. 7. (a) "Corporation" means a public benefit, mutual benefit, or religious corporation incorporated under or subject to this article. (b) The term does not include a foreign corporation. (c) For purposes of IC 23-17-24, the term does not include a homeowners association (as defined in IC 34-6-2.1-87).

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-22-1

Sec. 1. A majority of the incorporators or initial directors of a corporation that has no members or has not commenced activities may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth the following: (1) The name of the corporation. (2) The date of the corporation's incorporation. (3) Either: (A) that no membership in the corporation has been issued; or (B) that the corporation has not commenced business. (4) That no debt of the corporation remains unpaid. (5) That a majority of the incorporators or initial directors authorized the dissolution.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-22-2

Sec. 2. (a) A corporation's board of directors may propose dissolution for submission to the members. (b) For a proposal to dissolve to be adopted, the following conditions must be met: (1) The board of directors must recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances the board should not make a recommendation and communicates the basis for the board's determination to the members. (2) The members entitled to vote must approve the proposal to dissolve as provided under subsection (f). (3) A person whose approval is required by articles of incorporation authorized under IC 23-17-17-1 for an amendment to the articles of incorporation or bylaws must approve the proposal to dissolve in writing. (c) If a corporation does not have members, dissolution must be approved by a majority of the directors in office at the time dissolution is approved. The corporation shall provide notice to directors of a director's meeting where an approval for dissolution will be sought under IC 23-17-15-3. The notice must state that the purpose of the meeting is to consider the proposed dissolution. (d) The board of directors may condition the board's submission of the proposal for dissolution on any basis. (e) The corporation must notify each member, whether or not entitled to vote, of the proposed members' meeting under IC 23-17-10-5. The notice must state that the purpose of the meeting is to consider dissolving the corporation. (f) Unless articles of incorporation or a board of directors acting under subsection (d) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by the members by a majority of the votes cast on the proposal. (g) After a proposal for dissolution is adopted, the corporation must give the notices required under the following: (1) IC 6-8.1-10-9. (2) IC 22-4-32-23.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-22-3

Sec. 3. (a) After a dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth the following: (1) The name of the corporation. (2) The date dissolution was authorized. (3) A statement that dissolution was approved by a sufficient vote of the board of directors. (4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators. (5) If approval by members was required, the following: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution. (B) The total number of: (i) votes cast for and against dissolution by each class entitled to vote separately on dissolution; or (ii) undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class. (6) If approval of dissolution was by a person other than the members, a statement that approval under section 2(b)(3) of this chapter was obtained. (b) A corporation is dissolved upon the effective date of the corporation's articles of dissolution.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-22-4

Sec. 4. (a) A corporation may revoke the corporation's dissolution within one hundred twenty (120) days of the effective date of the dissolution. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization permitted revocation by action of the board of directors alone, allowing the board of directors to revoke the dissolution without action by the members or any other person. (c) After the revocation of dissolution is authorized, a corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of the corporation's articles of dissolution, that set forth the following: (1) The name of the corporation. (2) The effective date of the dissolution that was revoked. (3) The date that the revocation of dissolution was authorized. (4) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect. (5) If the corporation's board of directors revoked a dissolution authorized by the members or in conjunction with another person, a statement that revocation was permitted by action by the board of directors alone under that authorization. (6) If member or third person action was required to revoke the dissolution, the information required by section 3(a)(5) and 3(a)(6) of this chapter. (d) Revocation of dissolution is effective upon the effective date specified in the articles of revocation of dissolution. (e) When a revocation of dissolution is effective, the revocation relates back to and takes effect as of the effective date of the dissolution. The corporation resumes carrying on the corporation's activities as if dissolution had never occurred.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-22-5

Sec. 5. (a) 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, including the following: (1) Preserving and protecting the corporation's assets and minimizing the corporation's liabilities. (2) Discharging or making provision for discharging the corporation's liabilities and obligations. (3) Disposing of the corporation's properties that will not be distributed in kind. (4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance that occurs by reason of the dissolution, in accordance with the condition. (5) Transferring, subject to any contractual or legal requirements, the corporation's assets as provided in or authorized by the corporation's articles of incorporation or bylaws. (6) If the corporation is a public benefit or religious corporation and no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, the corporation's assets: (A) to a person described in Section 501(c)(3) of the Internal Revenue Code; or (B) if the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to a foreign or domestic public benefit or religious corporation. (7) If the corporation is a mutual benefit corporation and no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring the corporation's assets to the corporation's members or, if the corporation has no members, to those persons whom the corporation holds the corporation out as benefiting or serving. (8) Doing any other act necessary to wind up the corporation's affairs and liquidate the corporation's assets, including the transfer of any escheated assets to the state under IC 23-17-30-1(b). (b) Dissolution of a corporation does not do the following: (1) Transfer title to the corporation's property. (2) Subject the corporation's directors or officers to standards of conduct different from those under this title. (3) Change the following: (A) Quorum or voting requirements for the corporation's board of directors or members. (B) Requirements for selection, resignation, or removal of the corporation's directors or officers. (C) Requirements for amending the corporation's bylaws. (4) Prevent commencement of a proceeding by or against the corporation in the corporation's corporate name. (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution. (6) Terminate the authority of a registered agent.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-15-3

Sec. 3. (a) Unless articles of incorporation or bylaws provide otherwise, regular meetings of a board of directors may be held without notice of the date, time, place, or purpose of the meeting. (b) Unless articles of incorporation or bylaws provide otherwise, special meetings of the board of directors must be preceded by notice of at least two (2) days to each director of the date, time, and place of the meeting. The notice is not required to describe the purpose of the special meeting unless required by articles of incorporation or bylaws. (c) Unless articles of incorporation or bylaws provide otherwise: (1) the presiding officer of a board of directors; (2) the president; or (3) twenty percent (20%) of the directors then in office; may call and give notice of a meeting of the board of directors.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-15-5

Sec. 5. (a) Except as otherwise provided in this article, articles of incorporation, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. Articles of incorporation or bylaws may not authorize a quorum of fewer than the greater of the following: (1) One-third (1/3) of the number of directors in office. (2) Two (2) directors. (b) If a quorum is present in person when a vote is taken, the affirmative vote of a majority of directors: (1) who are present in person; or (2) in the case of a mutual benefit corporation that: (A) is an electric cooperative; and (B) has at least one (1) member that is a corporation formed under IC 8-1-13; who are present in person or by proxy as provided under section 5.5 of this chapter; when the act is taken is the act of the board of directors unless this article, articles of incorporation, or bylaws require the vote of a greater number of directors.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-10-4

Sec. 4. (a) Unless limited or prohibited by the articles of incorporation or bylaws, action required or permitted by this article to be approved by the members may be taken without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the votes entitled to be cast on the action. The action must be evidenced by at least one (1) written consent describing the action taken that meets the following conditions: (1) Is signed by the members representing at least eighty percent (80%) of the votes entitled to be cast on the action. (2) Is delivered to the corporation for inclusion in the minutes or filing with the corporation's records. Requests for written consents must be delivered to all members. (b) If not otherwise determined under section 3 or 7 of this chapter, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a). (c) A consent signed under this section: (1) has the effect of a meeting vote; and (2) may be described as such in any document. (d) Action taken under this section is effective when the last member necessary to meet the eighty percent (80%) requirement signs the consent unless a prior or subsequent effective date is specified in the consent.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-10-5

Sec. 5. (a) A corporation shall give notice of meetings of members in a fair and reasonable manner. (b) A notice that conforms to the requirements of subsection (c) is fair and reasonable. However, other means of giving notice may also be fair and reasonable when all the circumstances are considered if notice of matters referred to in subsection (c)(2) is given as provided in subsection (c). (c) Unless fair and reasonable notice is otherwise specified in a corporation's bylaws, notice is fair and reasonable if the following occur: (1) The corporation notifies the corporation's members of the place, date, and time of each annual, regular, and special meeting of members not less than ten (10) days, or, if notice is mailed by other than first class or registered mail, thirty (30) days to sixty (60) days, before the meeting date. (2) Notice of an annual or a regular meeting includes a description of any matter or matters to be considered at the meeting that must be approved by the members under IC 23-17-13-2.5, IC 23-17-16-13, IC 23-17-17-5, IC 23-17-19-4, IC 23-17-20-2, or IC 23-17-22-2. (3) Notice of a special meeting includes a description of the purpose for which the meeting is called. (4) A corporation provides notice by: (A) communicating in person; (B) mail or other method of delivery; or (C) other electronic means capable of verification. (5) For a corporation, other than a veteran's organization, having more than one thousand (1,000) members, notice of the place, date, and time of an annual, a regular, or a special meeting, and in the case of a special meeting, the purpose of the special meeting, may be given by one (1) publication in a newspaper of general circulation, printed in English, in the county in which the corporation has the corporation's principal office if the publication is made not less than ten (10) days and not more than thirty (30) days before the meeting date. (d) Unless the bylaws require otherwise, if an annual, a regular, or a special meeting of members is adjourned to a different date, time, or place, notice is not required to be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7 of this chapter, however, notice of the adjourned meeting must be given under this section to persons who are members as of the new record date.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-10-8

Sec. 8. (a) Unless prohibited or limited by articles of incorporation or bylaws, an action that may be taken at an annual, a regular, or a special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (b) A written ballot must do the following: (1) Set forth each proposed action. (2) Provide an opportunity to vote for or against each proposed action. (c) Approval by written ballot under this section is valid only when the following occur: (1) The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action. (2) The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) A solicitation for votes by written ballot must do the following: (1) Indicate the number of responses needed to meet the quorum requirements. (2) State the percentage of approvals necessary to approve each matter other than the election of directors. (3) Specify the time by which a ballot must be received by the corporation to be counted. (e) Except as otherwise provided in articles of incorporation or bylaws, a written ballot may not be revoked.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-11-4

Sec. 4. (a) Unless this article, articles of incorporation, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. (b) An amendment of articles of incorporation or bylaws to decrease the quorum for a member action may be approved by either of the following: (1) The members. (2) Unless prohibited by articles of incorporation or bylaws, the board of directors. (c) An amendment of articles of incorporation or bylaws to increase the quorum required for a member action must be approved by the members. (d) Unless at least one-third (1/3) of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or a regular meeting of members are those matters that are described in the meeting notice. (e) After a vote is represented for any purpose at a meeting, the vote is considered present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

Official current text (accessed 2026-09-30).

Ind. Code § 23-17-17-1

Sec. 1. Articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board of directors. The requirement may only be amended with the approval in writing of the person.

Official current text (accessed 2026-09-30).

Ind. Code § 23-0.5-2-1

Sec. 1. (a) To be filed by the secretary of state under this article, an entity filing must be received by the secretary of state, comply with this article, and satisfy the following: (1) The entity filing must be required or permitted by this article. (2) The entity filing must be transferred to the secretary of state by hand, mail, or a form of electronic transmission meeting the requirements established by the secretary of state. (3) The entity filing must be legible, typewritten or printed, or, if electronically transmitted, in a format that can be retrieved in a reproduced or typewritten form, and otherwise suitable for processing. The words in the entity filing must be in English, and numbers must be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals. (4) The entity filing must be signed by or on behalf of a person authorized to sign the filing. (5) The entity filing must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment, or verification. (6) The entity filing may contain other information as well. (b) If law other than this article prohibits the disclosure by the secretary of state of information contained in an entity filing, the secretary of state shall file the entity filing if the filing otherwise complies with this article but may redact the information. (c) When an entity filing is delivered to the secretary of state for filing, any fee required under this article must be paid in a manner permitted by the secretary of state. (d) The secretary of state may require that an entity filing delivered in written form be accompanied by an identical or conformed copy. (e) If a person submits a biennial report on behalf of another person, the person submitting the biennial report shall take reasonable steps, including manual verification, the use of software or third party services to perform background or identification verification, or obtaining identifying documents from the person on whose behalf the biennial report is being submitted, such as: (1) a state issued driver's license; (2) a state issued identification card; or (3) a passport; to verify the identity of the person on whose behalf the submitting person is submitting the biennial report. (f) A person who submits a biennial report on behalf of another person under subsection (e) shall provide the information used by the submitting person to verify the identity of the person on whose behalf the biennial report is being submitted to the secretary of state upon request.

Official current text (accessed 2026-09-30).

Ind. Code § 23-0.5-2-3

Sec. 3. Except as otherwise provided in this article and subject to section 5(d) of this chapter, an entity filing is effective: (1) on the date and at the time of its filing by the secretary of state as provided in section 6(b) of this chapter; (2) on the date of filing and at the time specified in the entity filing as its effective time, if later than the time under subdivision (1); (3) if permitted by this article, at a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or (4) if a delayed effective date as permitted by this article is specified but no time is specified, at 12:01 a.m. on the date specified which may not be more than ninety (90) days after the date of filing.

Official current text (accessed 2026-09-30).

Ind. Code § 23-0.5-9-17

Sec. 17. The secretary of state shall collect the following fees for filing articles of dissolution of a domestic nonprofit corporation: (1) Twenty dollars ($20) for an electronic filing. (2) Thirty dollars ($30) for filing in a manner other than electronically.

Official current text (accessed 2026-09-30).

Ind. Code § 23-0.5-9-18

Sec. 18. The secretary of state shall collect the following fees for filing articles of revocation of dissolution of a domestic nonprofit corporation: (1) Twenty dollars ($20) for an electronic filing. (2) Thirty dollars ($30) for filing in a manner other than electronically.

Official current text (accessed 2026-09-30).

Ind. Code § 6-8.1-10-9

Sec. 9. (a) As used in this section: (1) "Dissolution" refers to dissolution of a corporation under IC 23-0.5-6, IC 23-1-45, IC 23-1-47, IC 23-1-48, or IC 23-17-24. (2) "Liquidation" means the operation or act of winding up a corporation's affairs, when normal business activities have ceased, by settling its debts and realizing upon and distributing its assets. (3) "Withdrawal" refers to the withdrawal of a foreign corporation from Indiana under IC 23-0.5-5-7. (b) The officers and directors of a corporation effecting dissolution, liquidation, or withdrawal shall do the following: (1) File all necessary tax returns in a timely manner as required by this title. (2) Make all tax payments due or determined due to the department or a county treasurer in a timely manner as required by this title. (3) File with the department a form of notification within thirty (30) days of the issuance of a certificate of dissolution, decree of dissolution, the adoption of a resolution or plan, or the filing of a statement of withdrawal. The form of notification shall be prescribed by the department and may require information concerning: (A) the corporation's assets; (B) the corporation's liabilities; (C) details of the plan or resolution; (D) the names and addresses of corporate officers, directors, and shareholders; (E) a copy of the minutes of the shareholders' meeting at which the plan or resolution was formally adopted; and (F) such other information as the department may require. The department may accept, in lieu of its own form of notification, a copy of Form 966 that the corporation filed with the Internal Revenue Service.

Official current text (accessed 2026-09-30).

Ind. Code § 22-4-32-23

Sec. 23. (a) As used in this section: (1) "Dissolution" refers to dissolution of a corporation under IC 23-0.5-6, IC 23-1-45, IC 23-1-47, or IC 23-1-48, or dissolution under Indiana law of an association, a joint venture, an estate, a partnership, a limited liability partnership, a limited liability company, a joint stock company, or an insurance company (referred to as a "noncorporate entity" in this section). (2) "Liquidation" means the operation or act of winding up a corporation's or entity's affairs, when normal business activities have ceased, by settling its debts and realizing upon and distributing its assets. (3) "Withdrawal" refers to the withdrawal of a foreign corporation from Indiana under IC 23-0.5-5-7. (b) The officers and directors of a corporation effecting dissolution, liquidation, or withdrawal or the appropriate individuals of a noncorporate entity shall do the following: (1) File all necessary documents with the department in a timely manner as required by this article. (2) Make all payments of contributions to the department in a timely manner as required by this article. (3) File with the department a notification within thirty (30) days of the adoption of a resolution or plan in the form and manner prescribed by the department. The notification may require information concerning: (A) the corporation's or noncorporate entity's assets; (B) the corporation's or noncorporate entity's liabilities; (C) details of the plan or resolution; (D) the names and addresses of corporate officers, directors, and shareholders or the noncorporate entity's owners, members, or trustees; (E) a copy of the minutes of the shareholders' meeting or the noncorporate entity's meeting at which the plan or resolution was formally adopted; and (F) such other information as the department may require. The commissioner may accept, in lieu of the department's prescribed notification, a copy of Form 966 that the corporation filed with the Internal Revenue Service.

Official current text (accessed 2026-09-30).