CHAPTER 10. ADMINISTRATIVE DISSOLUTION
IC 23-18-10
Chapter 10. Administrative Dissolution
IC 23-18-10-1
Grounds for administrative dissolution
Sec. 1. The secretary of state may commence a proceeding under
section 2 of this chapter to administratively dissolve a limited
liability company if:
(1) the limited liability company does not deliver its biennial
report to the secretary of state not more than sixty (60) days
after the biennial report is due;
(2) the limited liability company is without a registered agent or
registered office in Indiana for at least sixty (60) days;
(3) the limited liability company does not notify the secretary
of state not more than sixty (60) days after its registered agent
or registered office has been changed, its registered agent has
resigned, or its registered office has been discontinued; or
(4) the period of duration stated in the limited liability
company's articles of organization expires.
As added by P.L.8-1993, SEC.301. Amended by P.L.11-1996,
SEC.27.
IC 23-18-10-2
Notice; failure to correct deficiencies; certificate of dissolution
Sec. 2. (a) If the secretary of state determines that one (1) or more
grounds exist under section 1 of this chapter for dissolving a limited
liability company, the secretary of state shall serve the limited
liability company with written notice of the determination under
IC 23-18-2-13.
(b) If the limited liability company does not correct each ground
for dissolution or demonstrate to the reasonable satisfaction of the
secretary of state that each ground determined by the secretary of
state does not exist not more than sixty (60) days after service of the
notice is perfected under IC 23-18-2-13, the secretary of state shall
administratively dissolve the limited liability company by signing a
certificate of dissolution that states the ground or grounds for
dissolution and its effective date. The secretary of state shall file the
original of the certificate and serve a copy on the limited liability
company under IC 23-18-2-13.
As added by P.L.8-1993, SEC.301.
IC 23-18-10-3
Effect of administrative dissolution
Sec. 3. (a) A limited liability company that is administratively
dissolved continues in existence but may not carry on any business
except business necessary to wind up and liquidate its business and
affairs under IC 23-18-9-4 and notify claimants under IC 23-18-9-8
and IC 23-18-9-9.
(b) The administrative dissolution of a limited liability company
does not terminate the authority of its registered agent.
As added by P.L.8-1993, SEC.301.
IC 23-18-10-4
Reinstatement; application
Sec. 4. (a) A limited liability company administratively dissolved
under section 2 of this chapter may apply to the secretary of state for
reinstatement. The application must:
(1) state the name of the limited liability company and the
effective date of its administrative dissolution;
(2) state that the ground or grounds for dissolution either did
not exist or have been eliminated;
(3) state that the limited liability company's name satisfies the
requirements under IC 23-18-2-9; and
(4) contain a certificate from the department of state revenue
stating that all taxes owed by the limited liability company have
been paid.
(b) If the secretary of state determines that the application
contains the information required by subsection (a) and that the
information is correct, the secretary of state shall:
(1) cancel the certificate of dissolution and prepare a certificate
of reinstatement that states the determination and the effective
date of reinstatement;
(2) file the original of the certificate; and
(3) serve a copy on the limited liability company.
(c) When the reinstatement is effective, the reinstatement relates
back to and takes effect as of the effective date of the administrative
dissolution, and the limited liability company resumes carrying on
business as if the administrative dissolution had never occurred.
As added by P.L.8-1993, SEC.301.
IC 23-18-10-5
Denial of reinstatement; appeal
Sec. 5. (a) If the secretary of state denies a limited liability
company's application for reinstatement following administrative
dissolution, the secretary of state shall serve the limited liability
company under IC 23-18-2-13 with a written notice that explains the
reason or reasons for denial.
(b) The limited liability company may appeal the denial of
reinstatement to the circuit or superior court of the county where the
limited liability company's principal office, or if there is none in
Indiana its registered office, is located not more than thirty (30) days
after service of the notice of denial by doing the following:
(1) Filing a petition with the court to set aside the dissolution.
(2) Attaching to the petition a copy of the secretary of state's
certificate of dissolution, the limited liability company's
application for reinstatement, and the secretary of state's notice
of denial.
(c) The court may order the secretary of state to reinstate the
dissolved limited liability company or may take other action the court
considers appropriate.
(d) The court's final decision may be appealed as in other civil
proceedings.
As added by P.L.8-1993, SEC.301.