How to Dissolve an LLC in Indiana (2026)
To dissolve an LLC in Indiana, you file the Articles of Dissolution (State Form 49465) with the Secretary of State. The fee is $30.
Indiana does not require a tax clearance before you file. Instead, the Department of Revenue just wants a dissolution notice and a final tax form once the state approves your filing.
Domestic Indiana LLCs dissolve voluntarily when members vote to close the business. A foreign LLC just registered to do business in Indiana uses a separate withdrawal process instead.
Quick Summary
- Handle your final tax filings on your own schedule. The Secretary of State never checks your tax status before it approves your dissolution.
- Notify creditors in writing before you distribute anything. Indiana law pays them first, even ones who are also members or managers.
- Keep a copy of the approved Articles of Dissolution. You'll need it to close out accounts and other loose ends.
Indiana LLC Dissolution Quick Reference
Here's the exact form, fee and filing details for Indiana, gathered in one place so you're not hunting across several state pages before you start.
| Detail | Information |
|---|---|
| Form name | Articles of Dissolution of a Limited Liability Company (Form 49465) |
| Filing fee | $30.00 |
| Expedited options | Not published |
| Standard processing | Not published |
| Online portal | INBiz |
| Mail address | Business Services Division, 302 W. Washington Street, Room E-018, Indianapolis, IN 46204 |
| In-person address | Same as mail address |
| Notarization required | No |
| Tax clearance required | No. The Indiana Department of Revenue requires Form IT-966 and Form BC-100, but only after the Secretary of State files the dissolution |
| Online filing mandatory for | None |
| Short-form eligibility | None. One form covers all domestic LLCs |
How to Dissolve an LLC in Indiana: 6 Steps
Step 1: Vote to Dissolve
Check your operating agreement for the vote you need to dissolve. If it's silent, Indiana's default depends on when your LLC formed.
LLCs formed after June 30, 2013 need unanimous member consent, unless the agreement sets a lower bar. LLCs formed between June 30, 1999 and July 1, 2013 default to two-thirds consent of each class of members [1].
Put the vote in writing, keep it with your records, and treat that date as the start of everything that follows.
Step 2: Notify Creditors
Send written notice to every known creditor once your members vote to dissolve. Give them at least 60 days to file a claim. If you reject a claim, the creditor then has 90 days to sue [2].
Stop taking on new debts and start collecting what customers owe you. Tell your landlord, lenders and vendors that you're winding down too.
Step 3: File Final Tax Returns and Notify the Department of Revenue
File your final Indiana and federal tax returns. Close any state tax accounts you still hold, like sales tax or withholding. Indiana skips a pre-filing tax clearance.
Instead, mail two forms to the Department of Revenue's Enforcement Division. Form IT-966 is the dissolution notice, and Form BC-100 closes your trust tax accounts. Send both after the Secretary of State approves your filing.
Step 4: File the Articles of Dissolution with the Secretary of State
Submit the Articles of Dissolution to the Indiana Secretary of State. File online through INBiz, or send it by mail or in person. The fee is $30. You don't need a notary, just a signature made under penalty of perjury.
Mail or in-person filings go to the Business Services Division at 302 W. Washington Street, Room E-018, Indianapolis, IN 46204. If your LLC formed in another state and only registered here, file a Withdrawal of a Foreign Entity instead.
Indiana hasn't published a standard turnaround time or an expedited filing option for the Articles of Dissolution. It also doesn't require online filing or offer a shorter form for eligible LLCs.
Step 5: Distribute Remaining Assets
Pay your creditors first, or set aside money to cover their claims. Indiana law puts creditors ahead of members in line, and that includes a member or manager who is also a creditor [3].
Once creditors are covered, split what's left among members based on ownership shares or your operating agreement. Write down who received what and keep those records with your paperwork.
Step 6: Close Accounts and Cancel Licenses and Permits
Close your business bank accounts once the money is out. Bring your approved Articles of Dissolution with you when you go, since you'll likely need it on file.
Cancel any local licenses or permits tied to your LLC, and confirm your sales tax account is closed if you had one.
For the general dissolution process that applies no matter which state your LLC is registered in, see our guide on how to dissolve an LLC.
What Happens If You Do Not Formally Dissolve
If you never file the Articles of Dissolution, the LLC doesn't disappear on its own. The state can dissolve it for you instead.
That can happen if you're 60 days late on a fee, tax or biennial report, or go 60 days without a registered agent.
It can also happen if you don't tell the state about a registered agent change within 60 days. Either way, you get another 60 days of notice to fix it first [4].
An LLC dissolved this way still exists on paper. It can only wind down its business or apply for reinstatement. Your registered agent in Indiana stays on duty even after the state dissolves the company. Debts you owed before that point don't go away either.
FAQs
How Do I Dissolve a Foreign LLC Registered in Indiana?
You dissolve a foreign LLC in Indiana by first winding it up under your home state's rules, then filing a Withdrawal of a Foreign Entity with the Indiana Secretary of State to cancel your registration here.
Do You Have to Notify Creditors Before Dissolving an LLC in Indiana?
Yes, you have to notify creditors before dissolving an LLC in Indiana. Written notice protects you from claims that surface later. You can also publish a notice in a local newspaper, which caps most unknown claims at two years instead of leaving them open.
References:
- https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-18-9-1-1/
- https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-18-9-8/
- https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-18-9-6/
- https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-0-5-6-1/
