To close a business in Indiana, you file articles of dissolution with the Secretary of State for a $30 fee through the INBiz portal, then separately close your state tax accounts, unemployment insurance account, and federal tax accounts, notify creditors, pay outstanding debts, and distribute any remaining assets to the owners. The state filing is the easy part. The tax closures, creditor notices, and final payroll returns each carry their own deadlines, and missing them is where owners end up with personal liability or ongoing tax bills for a business they thought was gone.
Get Owner Approval First
Before any paperwork reaches the state, the owners have to formally authorize the shutdown. How that vote works depends on the entity type.
Corporations
An Indiana corporation dissolves in two steps: the board of directors proposes dissolution, then the shareholders vote to approve it. The board cannot dissolve the company on its own.1Indiana General Assembly. Indiana Code 23-1-45-2 – Proposal for Dissolution; Notice The resolution should state the reason for dissolving, the proposed effective date, and any plan for distributing what’s left. Keep the meeting minutes or written consents. If anyone later challenges whether procedures were followed, that documentation is what protects the directors.
LLCs
For LLCs, the default voting rule depends on when the company was formed. An LLC created after June 30, 2013, needs unanimous consent of all members to dissolve unless the operating agreement sets a lower threshold.2Indiana General Assembly. Indiana Code 23-18-9-1.1 – Circumstances Requiring Dissolution; Companies Formed After June 30, 1999 LLCs formed between July 1, 1999, and June 30, 2013, need written consent from two-thirds in interest of the members. Older LLCs follow separate rules, and in every case the operating agreement can override the default.3Indiana General Assembly. Indiana Code 23-18-9-1 – Circumstances Requiring Dissolution; Companies Existing on or Before June 30, 1999
The unanimous-consent default catches LLC owners off guard. A four-member LLC with one holdout cannot dissolve under the default rule. This is worth addressing in the operating agreement long before you need it.
File the Articles of Dissolution
Indiana uses different forms for different entities. Corporations file State Form 34471.4Indiana Secretary of State. Articles of Dissolution of a Corporation State Form 34471 LLCs file State Form 49465.5IN.gov. Articles of Dissolution of a Limited Liability Company State Form 49465 Limited partnerships file a certificate of cancellation, and limited liability partnerships file a withdrawal. All of it runs through the INBiz portal.6INBiz. Close a Business
The forms ask for the exact legal name on file with the state, the date dissolution was authorized, and a description of how the vote was conducted. Check the name character-for-character against state records. A mismatch bounces the filing. You can also specify a future effective date if you want dissolution to take effect on a particular day rather than at filing.
The fee is $30 for corporations, LLCs, and nonprofits.5IN.gov. Articles of Dissolution of a Limited Liability Company State Form 49465 Online filing through INBiz is faster than paper and is the route most owners take.
If the business operated under an assumed name, file a notice of discontinuance of the assumed business name with the Secretary of State or the county recorder’s office where the original certificate was filed. Indiana law requires this before dissolution is complete.
One thing INBiz makes explicit: filing dissolution with the Secretary of State only ends your obligations to that office. Every other state and local agency where the business is registered — including your county assessor — is a separate closure.6INBiz. Close a Business
Close Your Tax Accounts Separately
Tax accounts do not close when you file with the Secretary of State. Skipping these steps produces estimated tax bills, penalties, and potential personal liability for unpaid trust fund taxes like sales tax and employee withholding.
Indiana Department of Revenue
If the business has an INTIME account, you can close your state tax accounts there directly. Otherwise, file Form BC-100, the Indiana Business Tax Closure Request, by mail or fax.7Indiana Department of Revenue. Close a Business Account A responsible officer listed on the account has to sign. Without formal closure, the Department will keep sending bills for estimated taxes.8Indiana Department of Revenue. Indiana Business Tax Closure Request
Indiana Unemployment (SUTA)
Your state unemployment insurance account with the Department of Workforce Development is closed separately. File State Form 46800, the SUTA Account Termination or Transfer Request, within 30 days of your final decision to stop operating.9Indiana State Government. Account Maintenance FAQs Submit through the Uplink Employer Self Service portal or by mail. Keep filing quarterly reports, even zero-wage ones, until you get written confirmation the account is terminated.
Federal returns
File a final federal income tax return for the year the business closes and check the “final return” box so the IRS knows not to expect more.10Internal Revenue Service. Closing a Business Corporations also file Form 966, Corporate Dissolution or Liquidation, within 30 days of adopting the resolution to dissolve.11Internal Revenue Service. Form 966 – Corporate Dissolution or Liquidation If the dissolution plan is later amended, another Form 966 is due within 30 days of the amendment.
Finish Payroll and Employee Obligations
Employees are usually the most time-sensitive piece. Indiana law requires final wages to be paid within ten business days of the regularly scheduled pay date. Pay employees before you start distributing anything to owners.
On the federal side, file a final Form 941 for the last quarter in which wages were paid. The standard deadline is the last day of the month after the quarter ends: April 30, July 31, October 31, or January 31. If you deposited all employment taxes on time, you get an additional ten calendar days.12Internal Revenue Service. Employment Tax Due Dates
Businesses with 100 or more full-time employees have an extra requirement under the federal WARN Act. If closure results in job losses for 50 or more employees at a single site, you must give at least 60 calendar days’ written notice before the closing date.13eCFR. Part 639 – Worker Adjustment and Retraining Notification Falling short can produce liability for back pay and benefits for each day of the violation, up to 60 days.
Wind Up Operations and Handle Creditors
A dissolved Indiana business does not vanish. It continues to exist for the limited purpose of winding up: collecting money owed to it, selling assets, paying creditors, and distributing whatever is left.14Indiana General Assembly. Indiana Code 23-1-45-5 – Continuance of Corporate Existence; Winding Up Affairs; Effect of Dissolution It cannot take on new business or enter contracts unrelated to the wind-up.
Known creditors
A dissolved corporation must send written notice to every known creditor after dissolution takes effect. The notice states the amount the company believes will satisfy the claim, explains how to dispute that amount, gives a mailing address for disputes, and sets a response deadline no fewer than 60 days out.15Indiana General Assembly. Indiana Code 23-1-45-6 – Disposition of Known Claims; Procedure If the creditor does not dispute by the deadline, the claim is fixed at the amount you specified. Done carefully, this creates a clean cutoff that keeps stale claims from resurfacing.
Unknown creditors
For creditors you don’t know about or claims that haven’t arisen yet, the corporation can publish a notice of dissolution in a newspaper. Unknown claims are then barred unless the creditor files a legal proceeding within two years of the publication date.16Indiana General Assembly. Indiana Code 23-1-45-7 – Notice of Dissolution; Claims Against Dissolved Corporation Skip the publication and unknown creditors can surface long after you have distributed the assets.
Distributing what’s left
Once debts are paid, remaining assets go to the shareholders or members according to their ownership interests.14Indiana General Assembly. Indiana Code 23-1-45-5 – Continuance of Corporate Existence; Winding Up Affairs; Effect of Dissolution The order matters: administrative costs and secured debts first, then unsecured creditors, and owners last. Distributing to owners before all creditors are satisfied is where personal liability enters the picture. Officers and directors can be held personally responsible for unlawful distributions, and each shareholder who received money can be required to return it.
This phase is also when you cancel local business licenses and permits, close business bank accounts, and terminate remaining contracts and leases. Cancel business insurance last, since claims can still arise during the wind-up.
Do Not Just Walk Away
Some owners stop operating and assume the business will fade away on its own. It won’t. Indiana requires a biennial business entity report, with a filing fee of $32 online or $50 by paper for for-profit entities.17INBiz. Business Entity Reports Miss it, and the Secretary of State will administratively dissolve or revoke the business. That is not the same as voluntary dissolution.
An administratively dissolved business cannot conduct business in Indiana, but the owners have not gone through creditor notification, tax account closure, or proper asset distribution.18INBiz. Administrative Dissolution/Revocation Tax accounts stay open and keep generating estimated bills. The Department of Revenue does not care that the Secretary of State considers the entity inactive; it will keep assessing until you formally close those accounts. You also lose the protection of your business name after 120 days, so someone else can register it.17INBiz. Business Entity Reports
Reinstating an administratively dissolved entity so you can properly wind it down is described by INBiz as “time consuming and costly.” The voluntary path is cheaper and cleaner every time.
Changing Your Mind Within 120 Days
If a corporation reverses course, Indiana allows revocation of dissolution within 120 days of its effective date. The revocation has to be authorized the same way the dissolution was, typically a board proposal followed by a shareholder vote, unless the original authorization allowed the board to revoke on its own.19Indiana General Assembly. Indiana Code 23-1-45-4 – Revocation of Dissolution File articles of revocation with the Secretary of State along with a copy of the original articles of dissolution. The revocation relates back to the effective date, so the corporation is treated as though it was never dissolved. After the 120 days pass, revocation is no longer available and you would have to form a new entity.
Keep the Records
Dissolving the business does not mean you can shred the files. The IRS expects income tax records kept at least three years from the date you filed the final return or two years from the date the tax was paid, whichever is later.20Internal Revenue Service. How Long Should I Keep Records If the return reported a loss from worthless securities or a bad debt deduction, extend that to seven years. Employment tax records have a separate rule: at least four years after the tax was due or paid, whichever is later.21Internal Revenue Service. Recordkeeping
Beyond taxes, hold onto the articles of dissolution, the certificate of dissolution, all creditor notification records, the meeting minutes that documented the dissolution vote, and any asset distribution records. Because unknown creditors have up to two years after published notice to file claims, two years is the practical minimum for the governance documents.16Indiana General Assembly. Indiana Code 23-1-45-7 – Notice of Dissolution; Claims Against Dissolved Corporation If a creditor, former employee, or government agency comes asking years later, those documents are your proof the business was closed the right way.