Taking on the task of dissolving a Limited Liability Company in the state of Indiana has its legal procedures and certain documents that need to be addressed to ensure everything is compliant with the local laws and regulations.
The reason why this is a necessary step is that it secures the owners from facing any liabilities in the future and makes sure that all obligations that the business has are attended to.
In this article, we will help you with the steps that you need to take to dissolve an LLC in Indiana.
1. Review Your LLC’s Operating Agreement
We want to believe that you have an operating agreement, which is why the first step in this process is to have a look over the agreement because there’s a fair chance the agreement has the process already written down which includes:
- The vote or approval required by members.
- Responsibilities for handling remaining business obligations.
- Distribution of remaining assets.
However, if you do not have an operating agreement, the Indiana state laws define how the dissolution process is carried out so make sure you properly understand these laws so you don’t make any mistakes during the dissolution process.
2. Hold a Member Meeting
A meeting needs to be arranged with the members to take a vote that will determine whether the LLC should be dissolved or not. During this meeting make sure that you:
- Give written notice to all members as per USC law or the operating agreement makes it compulsory to.
- Meetings of discussions need to be operated on certain goals so the meeting minutes need to clearly give evidence of this.
- Indiana law states that all decisions regarding the dissolution of the LLC need to be documented in writing so make sure you keep that in check as well.
This step helps maintain integrity and legal legitimacy among the counterparts.
3. File Articles of Dissolution with the State
To properly close down your LLC, you must submit the Articles of Dissolution to the Indiana Secretary of State’s office. Here’s how to do that:
Download the Document: Go online to the website of the Indiana Secretary of State to access a physical copy of the Articles of Dissolution or complete the application virtually.
Fill the Document: Fill in all necessary details, such as:
- The LLC’s registered name in state records.
- The date the LLC ceased business or the desired date it will be closed.
- The reason for closing down the entity (if necessary).
- A declaration that any debts and liabilities have been settled.
File the Document: Login to the Indiana Secretary of State and file the document electronically or send it through the mail. The first option is cheaper as the filing costs around $30 while filing in person carries additional costs that differ on the location and nature of the processing.
After the Articles of Dissolution are approved, the Indiana registrar will have no further technical reference to the LLC.
4. Settle Outstanding Obligations
Before you get your hands on LLC closing documents, certain other financial and legal aspects need to be resolved first:
Pay Off Credit Debt: Make sure that any unpaid debts are settled with related parties including creditors, and vendors.
Inform your Creditors: Notify your creditors about the LLC dissolution, and also allow them to provide any further claims against the LLC within a time frame.
Revoke Licences and Permits: If there are any business permits, licenses, or registrations for the LLC, these need to be canceled. By doing this step, it helps ensure that you are not liable for paying any annual renewal fees and compliance requirements.
Close the Business Accounts: Turn off all the LLC’s bank accounts, and cancel all the leases for the business services, contracts, and subscriptions that are in the name of the LLC.
Paying these off could create problems or legal challenges for the members of the LLC in the future.
5. Handle Final Tax Matters
Before filing the Articles of Dissolution an LLC in Indiana must file the last tax return:
Submit the Tax Returns: Send your last federal and state tax returns and mark them as “Final” returns to the IRS or Indiana Department of Revenue to avoid any misunderstandings with them.
Withdraw your EIN: Send a letter to the IRS requesting them to cancel your Employer Identification Number (EIN) as you are closing your business. These can’t be reused but this tells the IRS that the LLC is closed.
Settle Employment Taxes: If your LLC employs people, settle any employment taxes due and file the last payroll forms.
Settle Franchise Taxes: Where necessary, ensure that any outstanding franchise taxes or annual business taxes owed to the state are settled.
6. Distribute Remaining Assets
After repaying all debts and retiring obligations as may be incurred, divide the remaining properties among the members of the LLC. This process should conform to those verbal or written boundaries for the company created in the operating agreement or even to default laws of Indiana in the absence of such an agreement. To this end, ensure that:
- Have a final balance sheet prepared that captures all the assets, including all the assets and liabilities of the LLC.
- The percentages in respect of profit that you agreed on or the percentages in terms of the shareholding agreed on are observed.
- Get from them a confirmation in writing that they have received the share that was sent to them by you as a member of the association.
Proper records of the distribution of assets are substantively important to negate subsequent claims against the associating members.
7. Notify Stakeholders
Employees: Give employees a notice and final checks and benefit compensation.
Customers: Clients and customers should be advised regarding the ceasing of the business entity. This can be done by sending out emails, or through your firm website or other suitable means.
Vendors or Suppliers: Warning suppliers about ongoing and future contracts of services that they have.
This helps to facilitate a seamless transition and prevents any ambiguity or legal problems.
8. Retain Business Records
After wiping out your LLC in Indiana, you are still required to retain particular business records for several years. These include:
1. Financial statements
2. Tax returns
3. Articles of Dissolution
4. Minutes and resolutions regarding the meetings related to the dissolution.
Keeping these documents can protect you from potential legal issues or situations like audits in the future.
How EasyFiling Can Help
Dissolution of an LLC is strenuous and a lengthy exercise. EasyFiling is here to make the process easier and ensure it remains in conformity with Indiana state laws. Our services include:
Preparation of Articles of Dissolution: We prepare and file with the Indiana Secretary of State all necessary documents, efficiently and punctually.
Settling Compliance Obligations: We assist you in finding and rectifying tax compliance issues pre-dissolution.
Guidance Throughout the Process: Whether it is the notification of creditors or the closure of business accounts, Easyfiling provides appropriate guidance to each LLC as per their requirements.
Record Retention Assistance: We help with the organization and retention of business records which become necessary for future audits or during legal matters.
Let EasyFiling handle the mess that comes with having to dissolve an LLC in Indiana. Book a free consultation today and ensure you have a smooth and hassle-free dissolution.
Additional Considerations
As much as the steps mentioned tackle the basics for dissolving an LLC in the state of Indiana, there are a few considerations that need to be taken into account:
Legal Advice: It is always ideal to speak to a business lawyer who will help ensure that everything abides by both federal and state laws regarding the dissolution of all LLCs.
Tax Professionals: A tax professional will assist you with any lingering tax disputes as well as any queries you may have regarding the final provisions of the LLC.
Liability Protection: In the event an LLC is formed properly then its members are protected from all future claims against it.
Conclusion
Dissolving an LLC in the state of Indiana requires a number of factors to be considered ensuring every procedure is followed correctly. In order to close the business without any legal ramifications following the steps mentioned above will help you do so.
Additional help can be availed by seeking a business attorney or a tax professional who will assist you in the process.
Begin the process of dissolving your Indiana LLC by first submitting the Articles of Dissolution to the Indiana Secretary of State while also clearing any debts or payments owed.
Otherwise, you can use EasyFiling to give you adequate support in the entire process while you rest assured your financial and personal interests are safeguarded.
Nabin Adhikari
