Indiana: Voluntary LLC Dissolution and Cancellation Requirements
The short answer
An Indiana LLC dissolves on a written governing-document event or the applicable member consent, then may file one set of Articles of Dissolution with the Secretary of State. The default consent depends on formation date: generally unanimous for post-June 2013 LLCs, two-thirds in interest for July 1999-June 2013 LLCs, and all members for older LLCs, subject to written operating-agreement rules. The filing costs $20 online or $30 on paper; tax and workforce accounts require separate notices, but no advance tax-clearance certificate accompanies the state filing.
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This is the general rule in Indiana. Ezel applies current Indiana law to your specific facts and answers with citations to the statutes.
| Governing law and scope | Indiana Business Flexibility Act, IC 23-18, plus Uniform Business Organizations Code filing rules, IC 23-0.5; ordinary domestic LLCs use dissolution, winding up, and one Articles of Dissolution filing (§§ 23-18-9-3, -7) |
|---|---|
| Dissolution event and approval | Written articles/OA event; post-June 2013 default unanimous consent unless written OA lowers it; July 1999-June 2013 default two-thirds in interest per class; pre-July 1999 default all members unless written OA changes it (§§ 23-18-9-1, -1.1) |
| Pre-filing status and tax clearance | No SOS good-standing or advance tax-clearance attachment stated. Current form instead directs separate DOR and DWD notices; DOR requires IT-966 and tax-account closure after SOS approval, while DWD notice is due within 30 days of the plan (§ 22-4-32-23; Form 49465/DOR FAQ) |
| Winding-up authority and powers | Members or managers with management authority wind up unless written OA says otherwise; ordinary business stops except collecting assets, disposing property, paying/providing for liabilities, distributing remainder, and other necessary acts (§§ 23-18-9-3 to -4) |
| Creditor notice and claims | Optional safe harbors: written known-claim notice gives at least 60 days to dispute and 90 days to sue after rejection; one newspaper publication creates a two-year bar for unnotified, unacted-on, contingent, and post-dissolution-event claims (§§ 23-18-9-8 to -9) |
| Debts, reserves, and distributions | Creditors first by payment or adequate reserves; then member distribution liabilities and members by returned contribution unless written OA changes later tiers. Insolvency/balance-sheet limits apply; knowing recipients and approving members/managers face two-year unlawful-distribution exposure (§§ 23-18-9-6; 23-18-5-6 to -7) |
| Termination filing and signer | One optional post-dissolution Articles of Dissolution filing states name, organization filing date, principal office, dissolution date, and optional information. An authorized person/agent signs, states name and capacity, and verifies the current form under penalties of perjury (§§ 23-18-9-7; 23-0.5-2-1, -9; Form 49465) |
| Fee, method, and effective date | $20 electronic or $30 nonelectronic; file online through INBiz or submit the paper form by mail/hand. Filing is effective when accepted unless a permitted later time applies; Form 49465 has no delayed-date field and filing constitutes notice of the already-authorized dissolution (§§ 23-0.5-2-3; 23-0.5-9-22; 23-18-9-5) |
| Survival, revocation, and post-closure | Dissolution preserves LLC title, registered agent, new/pending suits, and winding-up authority. Revoke within 120 days using the original approval method and Articles of Revocation; a premature filing may be withdrawn before effect or corrected, but no separate voluntary reinstatement route is stated (§§ 23-18-9-3, -7.5; 23-0.5-2-4 to -5) |
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Requirements one by one
Governing law and scope
Indiana's Business Flexibility Act uses one legal event—dissolution—to start a restricted winding-up period. Filing Articles of Dissolution records that action with the Secretary of State, but it does not erase the LLC immediately. Under § 23-18-9-3, title stays with the LLC, its registered agent remains authorized, and lawsuits may begin or continue in the LLC's name.
Dissolution event and approval
The default vote depends on when the LLC was formed. Section 23-18-9-1 governs LLCs existing on or before June 30, 1999: all members consent unless a written operating agreement provides otherwise. Section 23-18-9-1.1 applies after that date. A company formed from July 1, 1999 through June 30, 2013 ordinarily needs written consent of two-thirds in interest of each member class. A company formed after June 30, 2013 ordinarily needs unanimous member consent, but its written operating agreement may authorize dissolution by fewer interests.
In every cohort, a written event in the articles or operating agreement can trigger dissolution. The statute also contains last-member and judicial-dissolution rules, but those are outside this voluntary-vote page except when a governing-document event applies.
Pre-filing status and tax clearance
Neither § 23-18-9-7 nor current Form 49465 requires a tax-clearance certificate or certificate of good standing with the Articles of Dissolution. The tax and workforce steps are separate. The current form directs notice to both DOR and DWD. DOR's current FAQ says to file the Secretary of State dissolution first, then submit IT-966, close tax accounts through INTIME or BC-100, and file final returns. If the LLC had unemployment obligations, § 22-4-32-23 requires the appropriate individuals to notify DWD within 30 days of adopting the plan, file required documents, and pay contributions; an optional DWD clearance releases the noncorporate entity's chief executive from that section's personal-liability rule.
Winding-up authority and powers
Unless a written operating agreement says otherwise, § 23-18-9-4 assigns winding up to the members or managers who had management authority. Section 23-18-9-3 limits the dissolved LLC to winding-up work: collecting assets, disposing of property not distributed in kind, discharging or providing for liabilities, distributing the remainder, and doing other necessary liquidation acts.
Creditor notice and claims
Indiana offers optional claim-handling procedures rather than making notice a condition of filing. If the LLC uses § 23-18-9-8 for known claims, the notice states the amount the LLC believes will satisfy the claim and gives at least 60 days to dispute it. After rejection of a disputed amount, the claimant has 90 days to sue. The LLC must tender its stated amount within 30 days after the claim becomes fixed or suit begins, whichever occurs first.
Section 23-18-9-9 separately permits one newspaper publication in the county of the last principal office—or registered office if there was no Indiana principal office. A conforming publication creates a two-year suit deadline for claimants who received no written notice, timely submitted an unacted-on claim, or hold a contingent or post-dissolution-event claim.
Debts, reserves, and distributions
Ind. Code § 23-18-9-6 puts creditors first, including member or manager creditors, and permits payment or adequate reserves. Unless the written operating agreement changes the later tiers, the LLC next satisfies member distribution liabilities and then distributes to members according to returned contributions.
The general distribution test in § 23-18-5-6 prohibits a payment that leaves the LLC unable to pay debts as they become due or with assets below liabilities plus superior preferential rights. Under § 23-18-5-7, an approving member or manager may owe the excess unlawful amount, a member who knowingly received it may have to contribute, and the statutory action must begin within two years. Publication-claim recovery against a distributee is separately capped by § 23-18-9-9 at the lesser of the member's pro rata claim share or liquidation assets received.
Termination filing and signer
Section 23-18-9-7 permits Articles of Dissolution at any time after dissolution. The filing states the LLC name, organization filing date, principal-office address, dissolution date, and any optional information the filers choose. Current Form 49465 asks for the same core facts and has the signer state a title and verify the filing under penalties of perjury.
Under §§ 23-0.5-2-1 and § 23-0.5-2-9, a person authorized to sign—or an authorized agent—may sign. The filing states the signer's name and capacity. Electronic authentication may be made by entering the filing party's name in the designated signature field with intent to authenticate.
Fee, method, and effective date
The fee under § 23-0.5-9-22 is $20 electronically and $30 otherwise. The Secretary of State's forms page links both Form 49465 and online filing through INBiz; the paper form may be mailed or hand-delivered with payment.
Under § 23-0.5-2-3, the filing ordinarily becomes effective when the Secretary of State files it. Form 49465 provides no delayed-effective-date field. More importantly, the members' consent or governing-document event already caused dissolution; under § 23-18-9-5, the Articles filing gives outsiders statutory notice of that dissolution.
Survival, revocation, and post-closure
Ind. Code § 23-18-9-7.5 gives the LLC 120 days from the dissolution's effective date to revoke. Revocation generally uses the same authorization method as dissolution, then requires Articles of Revocation of Dissolution. The revocation relates back, and the LLC resumes business as if dissolution had not occurred.
Before a filing takes effect, § 23-0.5-2-4 permits a statement of withdrawal. Section 23-0.5-2-5 permits Articles of Correction for a record that was inaccurate when filed, defectively signed, or defectively transmitted. Indiana states no separate reinstatement process for a completed voluntary dissolution; administrative reinstatement is a different procedure.
What trips people up
The Articles are not a substitute for winding up. Filing gives public notice, but the LLC still must reserve for or pay liabilities before distributing the remainder. A member cannot safely treat the $20 online filing as the entire closure process.
The vote threshold is also not uniform across Indiana LLCs. Formation date and the written operating agreement can change the required consent, so a generic unanimous-consent assumption is wrong for some 1999-2013 companies and may be modified for newer ones.
Finally, filing with INBiz closes only the Secretary of State record. DOR tax accounts, DWD unemployment obligations, local filings, licenses, and out-of-state registrations remain separate.
Common questions
Must every known creditor receive notice before I file?
No universal pre-filing notice appears in the LLC dissolution section. The written-known-claim and publication procedures are optional statutory tools. Using them changes claim deadlines, but skipping them does not eliminate valid liabilities.
Can the LLC finish an existing contract after dissolution?
Yes, if doing so is appropriate to complete a transaction unfinished at dissolution or otherwise wind up. Starting unrelated ordinary business falls outside the restricted winding-up authority.
Does Indiana require two dissolution filings?
No. Indiana uses one Articles of Dissolution filing, not a first dissolution filing followed by a later certificate of cancellation. The internal dissolution event and later winding-up work still remain legally distinct.
Can members reverse the decision?
Yes, but the statutory revocation window is 120 days from the effective date. The LLC generally must use the same authorization method that approved dissolution and file Articles of Revocation.
Statutes and sources
- Ind. Code §§ 23-18-9-1 to -10 (Indiana Code 2026) — dissolution cohorts, winding up, filing, revocation, and claims; accessed July 28, 2026.
- Ind. Code §§ 23-18-5-6 to -7 (Indiana Code 2026) — distribution limits and liability; accessed July 28, 2026.
- Ind. Code §§ 23-0.5-2-1 to -9 (Indiana Code 2026) — filing, effectiveness, withdrawal, correction, and signatures; accessed July 28, 2026.
- Ind. Code §§ 23-0.5-9-22 to -23 (Indiana Code 2026) — dissolution and revocation fees; accessed July 28, 2026.
- Ind. Code § 22-4-32-23 (Indiana Code 2026) — DWD notice and optional clearance; accessed July 28, 2026.
- State Form 49465 (R8/01-26), Secretary of State forms, and INBiz closure page — filing content, paper instructions, and online route; accessed July 28, 2026.
- Indiana DOR Business FAQ — post-filing dissolution notice, tax-account closure, and final-return guidance; accessed July 28, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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