How to Dissolve an LLC in Indiana: Articles of Dissolution and Tax Clearance
How to Dissolve an LLC in Indiana: Articles of Dissolution and Tax Clearance
Dissolving an Indiana LLC is a two-agency process. The Secretary of State ends the company's existence on the state's records, and the Indiana Department of Revenue (DOR) closes the company's tax accounts. If you do only one side, the LLC can stay open on paper with unfinished obligations. Many dormant companies end up administratively dissolved this way, and then they have to pay and file to come back.
This guide covers how to dissolve a domestic Indiana LLC: what to gather, how to file Articles of Dissolution, what to send to DOR, and what to do if the state has already dissolved your company for missed filings. This content is informational, not legal or tax advice. If your LLC has debts, several members, outside investors, or a Series LLC structure, talk with a qualified attorney and CPA before you file.
What You Need Before You Start
Gather these items first so you can finish the filing in one session.
- Articles of Dissolution, Limited Liability Company (State Form 49465). This is the form for a standard LLC. A Series LLC uses State Form 56270 instead.
- Your exact legal name and Indiana entity number. Look both up in the Secretary of State's Business Search at https://bsd.sos.in.gov/publicbusinesssearch. The name you file must match the state's records.
- An INBiz account. INBiz is the state's online filing portal at https://inbiz.in.gov/. Confirm you can log in to the LLC's account before you start.
- A payment method. The online fee is $20 and the paper fee is $30. Details follow below.
- Your operating agreement and member list. These show who has authority to sign and how the company's remaining affairs should be settled.
- Tax records. Pull income tax returns, sales tax filings, withholding and payroll records, and every open tax account number.
- Business Entity Report status. Check whether a report is due. Indiana LLCs file this report every other year.
- DOR forms. Form IT-966 (notice of dissolution, all organizations) and Form BC-100 (closes trust tax accounts such as sales and withholding). Download the current versions from the Department of Revenue at https://www.in.gov/dor/.
Step-by-Step: Dissolving an Indiana LLC
Step 1: Settle the company's affairs
Before you file anything, get the business to a clean stopping point. Collect money owed to the company, pay or make arrangements for remaining creditors, and decide how any leftover assets will be divided among the members. Your operating agreement usually controls this process, so read it before you make any promises to creditors or members.
Choose a dissolution date on purpose. That date marks when the business stops operating, and you will need to account for income and expenses up to that point. Write the date down and keep it with your records, because the tax package asks you to show the company's final activity.
Step 2: Check for a Business Entity Report that is due
Indiana requires a Business Entity Report (State Form 48725) every other year, in the anniversary month of the date the business was formed or registered. The first report is due two years after formation. The fee is $32 online or $50 on paper. If a report is due, file it before you dissolve. A current report leaves a clean record and avoids questions from the state later.
Step 3: Complete Articles of Dissolution (State Form 49465)
Download the current form from the Secretary of State's Business Services Division page at https://www.in.gov/sos/business/, or complete it inside INBiz. Enter the LLC's exact name and Indiana entity number, then complete the dissolution information the form requests. An authorized member or manager signs the form. Read the finished form line by line before you submit it. The state checks names and identifiers against its records, and a mismatch can cause a filing to be rejected.
Step 4: File with the Secretary of State
You can file online through INBiz or mail a paper form. Each route has its own fee:
| Filing method | Fee | Notes |
|---|---|---|
| Online through INBiz | $20 | Confirm the final checkout total, which may include a processing fee. |
| Paper filing | $30 | The paper form shows $30. Confirm the mailing address on the Secretary of State's page before you send it. |
Indiana Code 23-0.5-9-22 sets the fee at $20 for an electronic filing and $30 for any other filing. Confirm the amount in the INBiz checkout screen, since the portal may add a processing charge on top of the statutory fee. The materials we reviewed do not describe an expedited option for dissolutions, so plan for the standard timeline. The Secretary of State does not publish a processing time for this filing in those materials, so confirm the timing at 317-232-6576 before you set any deadline.
Online filing gives you an immediate confirmation of submission. Paper filing gives you no tracking. If you mail the form, use a method that provides proof of delivery and keep a copy of everything you send.
Step 5: Wait for the dissolution certificate
The DOR steps depend on the Secretary of State issuing a dissolution certificate. Do not send tax forms before that certificate exists. When it arrives, save a copy in your company records. Banks, vendors, and tax agencies may ask for it as proof that the entity has dissolved.
Step 6: Send the DOR closeout package
Send your tax closeout package to the Indiana Department of Revenue, Enforcement Division, Corporate Dissolutions, 100 N. Senate Ave., Room N241, Indianapolis. Confirm this address on the DOR site before you mail anything. The package includes:
- Form IT-966, the notice of dissolution for all organizations.
- Form BC-100, which closes trust tax accounts such as sales and withholding.
- A Power of Attorney, but only if someone other than an officer requests the clearance on the company's behalf.
- Final returns for all tax types the LLC was registered for.
The DOR page describes these forms. It does not describe a separate tax clearance certificate for voluntary dissolution, so do not assume one will arrive. Ask DOR in writing what confirmation, if any, it will send once it processes your package. Keep copies of everything you send, along with proof of delivery.
Step 7: Close the company's remaining accounts
Indiana has no single comprehensive business license, according to the state's Business Owner's Guide. Your LLC may still hold profession-specific licenses from the Indiana Professional Licensing Agency, a Registered Retail Merchant Certificate ($25) if it sold taxable goods, or local permits. Cancel or surrender each one that applies. Then close the bank accounts, cancel payment processors and software subscriptions that bill the company, and notify vendors and customers that the business has ended.
Keep your registered agent in place until your state filings are complete. Dropping the agent early can create problems if the state or a creditor needs to serve a document after dissolution.
Fee Summary
| Item | Cost | Where to file |
|---|---|---|
| Articles of Dissolution, online | $20 | INBiz (confirm the checkout total) |
| Articles of Dissolution, paper | $30 | Secretary of State |
| Business Entity Report, online | $32 | INBiz, if one is due |
| Business Entity Report, paper | $50 | Secretary of State, if one is due |
Indiana has no franchise tax. An LLC's income passes through to its owners, who pay the individual adjusted gross income tax (2.95% for 2026) plus their county local income tax. An LLC that elected corporate treatment pays the corporate adjusted gross income tax of 4.9%. Your final tax obligations depend on how the LLC was taxed, so confirm them with a CPA.
Tips for a Clean Dissolution
- Run the name check first. Search the Business Search and copy the name exactly, including punctuation.
- File the report before the dissolution. A current Business Entity Report removes one obstacle from the process.
- Batch your tax returns. Gather every return for the final period in one folder so the DOR package is complete the first time.
- Get the answers in writing. Phone guidance is helpful, but confirm timing, fees, and any clearance questions by email or letter.
Common Mistakes to Avoid
- Filing Articles without checking the name. A mismatch with state records can lead to rejection and a delay.
- Sending DOR forms before the certificate. Wait until the Secretary of State issues the dissolution certificate.
- Assuming a tax clearance will arrive automatically. The DOR page does not describe one for voluntary dissolution. Ask in writing.
- Skipping final returns. BC-100 closes trust accounts, but final returns for each tax type still have to be filed.
- Letting the Business Entity Report slip. A missed report can lead to administrative dissolution.
- Mailing paper without tracking. Without proof of delivery, you cannot show when the state received your filing.
Administrative Dissolution: What It Is and How It Happens
The state can administratively dissolve an LLC for failing to file its Business Entity Report or for failing to keep a registered agent. Administrative dissolution is different from voluntary dissolution. You do not choose it, and it can happen even when you believe the company is still active.
Indiana requires every business entity to continuously maintain a registered agent and a registered office in the state. The agent receives service of process and other legal and tax documents. The agent may be an Indiana resident whose business office matches the registered office, or a corporation or other entity authorized to do business in Indiana. The registered office must be a street address. A P.O. Box is not sufficient unless it comes with a rural route reference. A business cannot serve as its own registered agent, and an entity may have only one agent.
If Your LLC Was Already Administratively Dissolved
Reinstatement requires a specific sequence, so the order matters:
- Obtain a Certificate of Clearance from DOR. Use Affidavit AD-19 and form ROC-1. Allow at least four weeks for this step.
- File the Application for Reinstatement (State Form 4160) with the Secretary of State.
- Include the Business Entity Report (State Form 48725) and pay all report fees owed.
- Pay the $30 reinstatement fee, following the Secretary of State's Reinstatement Directions.
Reinstatement is only available within a time limit set by state law. One source describes that limit as five years under IC 23-0.5-6, but we could not verify that figure against the current code, so do not treat it as settled. Call the Secretary of State at 317-232-6576 and confirm the deadline for your LLC before you plan a reinstatement. If the window has closed, you will need to form a new entity instead.
What to Expect After You File
A complete, accurate filing with the Secretary of State will likely move through the state's system without extra steps. Confirm the processing timeline by phone, because the agency does not publish a standard for dissolutions in the materials we reviewed. Tax processing usually takes longer than the state filing. The timing depends on the agency's workload and on how complete your package is. Missing returns or unanswered questions are the most likely causes of delay, so a thorough package generally moves faster than a thin one.
Expect to keep records after the company closes. Keep copies of the Articles of Dissolution, the dissolution certificate, the DOR package, proof of delivery, and final tax returns for the period the state or the IRS may review.
Series LLCs
A Series LLC files Articles of Dissolution on State Form 56270 rather than State Form 49465. Each series may have its own records and tax considerations, so confirm the approach with an attorney before you file.
Disclaimer
This article is informational content, not legal or tax advice. Filing requirements, fees, and agency procedures change. Verify current requirements on the Secretary of State's Business Services Division page at https://www.in.gov/sos/business/ and the Department of Revenue site at https://www.in.gov/dor/, and consult a qualified attorney and CPA for your situation.