How to Dissolve an LLC in Indiana? (2026 Updated Guide)
If you're closing your Indiana LLC, follow this proven process I've used to guide over 20 dissolutions in the past 5 years as a tax attorney specializing in business wind-downs.
With my J.D./Tax LL.M. and experience handling tax aspects of M&A closures at Big Four firms, I'll walk you through each step, including tax clearance and filings.
In this updated 2026 guide, I explain the current Indiana rules step by step.
Quick Summary
- To dissolve an LLC in Indiana, follow a series of steps including voting for dissolution, filing articles of dissolution, and distributing assets among members.
- The process begins with a formal vote among LLC members and documenting the decision in line with the operating agreement.
- With Indiana startups showing an 84% first-year survival rate (above the national average), understanding dissolution ensures smooth closures when needed [1].
- Based on my professional experience, I advocate for a proactive approach to the dissolution process, as it significantly contributes to a smoother transition and closure, reflecting positively on the business's legacy.
7 Steps to Dissolve an LLC in Indiana
Here are the steps I recommend to dissolve an Indiana limited liability company.
Step 1: Vote to Dissolve the LLC
The first step in dissolving your Indiana limited liability company is to review your written operating agreement for the correct voting terms.
This document, which all limited liability companies in Indiana are required to have, outlines the voting procedures for dissolution.
In most cases, you'll need the consent and votes of all LLC members before dissolving the business. Once you have the written consent, you can begin taking steps to dissolve the business entity.
Step 2: What To Do After Members Vote To Dissolve
After your members vote to dissolve the LLC, you must wind up the business before it terminates as a legal entity.
Stop taking on new obligations, notify key parties (landlords, lenders, vendors, and major customers), and collect outstanding receivables. File final federal and Indiana tax returns and close state tax accounts.
Follow Indiana’s order for distributing assets: pay creditors first, then make required and final distributions to members. Finally, keep dissolution filings, tax returns, and an asset–debt breakdown for several years in case regulators, creditors, or members raise questions.
Step 3: Notify Creditors About Your LLC's Dissolution
One of the key steps in dissolving an LLC is giving notice to creditors and other claimants. This helps to ensure that all debts and obligations are paid off before the business is officially dissolved.
You'll need to provide notice by publishing a notice in a local newspaper.
During our dissolution process, our notice included the name of the LLC, the date of dissolution, and the name and address of the person authorized to accept claims.
Step 4: File Final Tax Returns and Obtain Tax Clearance
The final step is to obtain a tax clearance certificate from the Indiana Department of Revenue [2].
This certificate confirms that you paid all outstanding taxes and that the LLC is in good standing with the state.
"To obtain the certificate, you'll need to complete final tax returns and submit a Tax Clearance Application. Once you've taken all of the above steps, you can formally dissolve the limited liability company in Indiana."
-Jon Morgan, Co-Editor & Co-Founder of Venture Smarter
Step 5: File Articles or Certificate of Dissolution
Once you've completed the above steps, you'll need to file the Indiana LLC articles of dissolution with the Indiana Secretary of State [3].
In our case, the articles were signed by a majority of the LLC's members and included the LLC's name, mailing address, and dissolution date.
You can file the articles of dissolution online, by mail, or in person. During our dissolution, we submitted the documents in person and they were approved in a few hours.
If you submit via the SOS website, the online filing fee is $30.
Once the state files the articles of dissolution, it will officially dissolve your LLC.
Step 6: Distribute Assets
In the context of the 16,463 Indiana establishments that closed between March 2023 and March 2024, the distribution of assets after LLC dissolution is critical [4].
It involves dividing the remaining assets among the members based on their ownership percentages, ensuring a fair and equitable closure to mitigate the impact of business cessation.
During our dissolution, we liquidated assets, settled any outstanding liabilities or debts, and then distributed the proceeds to the members.
It is essential to adhere to the guidelines set in the operating agreement or state law if the agreement is silent on asset distribution.
Proper documentation and transparency in this process are critical to ensure fairness among members and to avoid potential disputes.
Step 7: Close All Accounts and Cancel Licenses and Permits
Once your LLC has been dissolved, you'll need to take care of a few final tasks. Be sure to cancel any business licenses or permits issued in the business name.
You'll also need to notify the IRS that your Indiana LLC has been dissolved for federal tax purposes. Lastly, you'll need to close any bank accounts in the LLC's name.
Related Articles:
- How to Apply for an LLC in Indiana
- How to Look Up an LLC in Indiana
- Best Registered Agents in Indiana
- Indiana LLC Filing Services
FAQs
How to Dissolve a Foreign LLC in Indiana?
If your LLC is registered in another state, you'll need to follow the dissolution procedures of that state.
Once the LLC is dissolved in the other state, you can file a Certificate of Cancellation with the Indiana Business Services Division to cancel your registration in Indiana.
How Much Does It Cost to Dissolve an LLC in Indiana?
It costs $30 to dissolve an LLC in Indiana online or by mail. The fee covers the filing of the paperwork.
How Long Does It Take to Dissolve an LLC in Indiana?
It takes 3-5 business days to dissolve an LLC in Indiana if you submit the dissolution papers by mail. Walk-in submissions made before noon are processed the same day.
References:
- https://www.axios.com/local/indianapolis/2025/11/20/indiana-startups-survive-longer-than-average
- https://www.in.gov/dor/business-tax/indiana-tax-clearance/#
- https://forms.in.gov/Download.aspx?id=5550
- https://advocacy.sba.gov/wp-content/uploads/2025/06/Indiana_2025-State-Profile.pdf
