CHAPTER 9. VOLUNTARY DISSOLUTION
IC 23-18-9
Chapter 9. Voluntary Dissolution
IC 23-18-9-1
Circumstances requiring dissolution; companies existing on or
before June 30, 1999
Sec. 1. (a) Unless otherwise provided in a written operating
agreement, a limited liability company existing under this article on
or before June 30, 1999, is governed by this section.
(b) A limited liability company is dissolved and its affairs must be
wound up on the first of the following to occur:
(1) At the time or on the occurrence of events specified in
writing in the articles of organization or operating agreement.
(2) Written consent of all the members.
(3) An event of dissociation occurs with respect to a member,
unless the business of the limited liability company is continued
by the consent of all the remaining members not more than
ninety (90) days after the occurrence of the event or as
otherwise provided in writing in the articles of organization or
operating agreement.
(4) Entry of a decree of judicial dissolution under section 2 of
this chapter.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999,
SEC.14.
IC 23-18-9-1.1
Circumstances requiring dissolution; companies formed after June
30, 1999
Sec. 1.1. (a) A limited liability company formed under this article
after June 30, 1999, is governed by this section.
(b) A limited liability company is dissolved and the limited
liability company's affairs must be wound up when the first of the
following occurs:
(1) At the time or on the occurrence of events specified in
writing in the articles of organization or operating agreement.
(2) If there is one (1) class or group of members, written
consent of two-thirds (2/3) in interest of the members or, if
there is more than one (1) class or group of members, written
consent of two-thirds (2/3) in interest of each class or group of
members.
(3) Entry of a decree of judicial dissolution under section 2 of
this chapter.
(c) A limited liability company is dissolved and the limited
liability company's affairs must be wound up if there are no
members. However, this subsection does not apply if, under a
provision in the operating agreement, not more than ninety (90) days
after the occurrence of the event that caused the last remaining
member to cease to be a member, either:
(1) the personal representative of the last remaining member
agrees in writing:
(A) to continue the business of the limited liability company;
and
(B) to the admission of the personal representative or the
personal representative's nominee or designee to the limited
liability company as a member; or
(2) a member is admitted to the limited liability company in the
manner provided for in the operating agreement specifically for
the admission of a member to the limited liability company after
the last remaining member ceases to be a member;
effective as of the time of the event that caused the last remaining
member to cease to be a member.
As added by P.L.269-1999, SEC.15. Amended by P.L.130-2006,
SEC.32.
IC 23-18-9-2
Court-decreed dissolution
Sec. 2. On application by or for a member, the circuit or superior
court of the county in which the limited liability company's principal
office, or if there is none in Indiana, in which the registered office is
located, may decree dissolution of the limited liability company
whenever it is not reasonably practicable to carry on the business in
conformity with the articles of organization or operating agreement.
As added by P.L.8-1993, SEC.301.
IC 23-18-9-3
Powers of dissolved company; effect of dissolution
Sec. 3. (a) A dissolved limited liability company may only carry
on business that is appropriate to wind up and liquidate its business
and affairs, including the following:
(1) Collecting its assets.
(2) Disposing of properties that will not be distributed in kind
to members.
(3) Discharging or making provision for discharging liabilities.
(4) Distributing the remaining property among the members.
(5) Doing every other act necessary to wind up and liquidate its
business and affairs.
(b) Dissolution of a limited liability company does not do the
following:
(1) Transfer title to the limited liability company's property.
(2) Alter the personal liability of members under IC 23-18-3-3.
(3) Subject members or managers to standards of conduct
different from those prescribed under IC 23-18-4-2.
(4) Change the:
(A) voting requirements for members or managers;
(B) provisions for appointment, resignation, or removal of
managers, if any; or
(C) provisions for amending the operating agreement.
(5) Prevent commencement of a proceeding by or against the
limited liability company in its name.
(6) Abate or suspend a proceeding pending by or against the
limited liability company on the effective date of dissolution.
(7) Terminate the authority of the registered agent of the limited
liability company.
As added by P.L.8-1993, SEC.301.
IC 23-18-9-4
Entities entitled to wind up company's business or affairs
Sec. 4. Unless otherwise provided in a written operating
agreement, the following may wind up the business or affairs of the
limited liability company:
(1) The members or managers with authority to manage the
limited liability company under IC 23-18-4-1.
(2) If a member or manager has engaged in wrongful conduct or
upon other cause shown, the circuit or superior court of:
(A) the county in which the limited liability company's
principal office is located; or
(B) if there is none in Indiana the county in which its
registered office is located;
on application by a member or the member's legal
representative or assignee.
As added by P.L.8-1993, SEC.301.
IC 23-18-9-5
Binding acts of members following dissolution
Sec. 5. (a) Except as provided in subsections (c), (d), and (e),
following dissolution a member may bind the limited liability
company:
(1) by an act appropriate for winding up the affairs of the
limited liability company or completing transactions unfinished
at the time of dissolution; and
(2) in a transaction that would have been binding on the limited
liability company had the limited liability company not been
dissolved if each party to the transaction does not have notice
of the dissolution.
(b) The filing of articles of dissolution under section 7 of this
chapter constitutes notice of dissolution for purposes of subsection
(a)(2).
(c) An act of a member that is not binding on the limited liability
company under subsection (a) is binding if the act is authorized by
the limited liability company.
(d) An act of a member that would be binding under subsection
(a) or would be authorized except for a restriction on authority does
not bind the limited liability company to persons having knowledge
of the restriction.
(e) If the articles of organization provide for a manager or
managers and the manager or managers have delegated the exclusive
authority to manage the affairs of the limited liability company, then
a manager has the authority of a member under subsection (a), and
a member does not have authority while acting solely in the capacity
of a member.
As added by P.L.8-1993, SEC.301.
IC 23-18-9-6
Distribution of assets
Sec. 6. Upon the winding up of a limited liability company, the
assets must be distributed as follows:
(1) To creditors, including members and managers who are
creditors to the extent permitted by law, to satisfy the liabilities
of the limited liability company whether by payment or by the
establishment of adequate reserves except for liabilities for
distributions to members under IC 23-18-5-4, and IC 23-18-5-5
or IC 23-18-5-5.1.
(2) Unless otherwise provided in a written operating agreement,
to members and former members to satisfy the liabilities for
distributions under IC 23-18-5-4 and IC 23-18-5-5.
(3) Unless otherwise provided in a written operating agreement,
to members in proportion to the returned contribution.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999,
SEC.16.
IC 23-18-9-7
Articles of dissolution; filing
Sec. 7. At any time after a limited liability company dissolves, the
limited liability company may deliver to the secretary of state for
filing articles of dissolution setting forth the following:
(1) The name of the limited liability company.
(2) The date of filing of the articles of organization.
(3) The address of the principal office of the limited liability
company.
(4) The date dissolution occurred.
(5) Other information the members or managers filing the
articles determine.
As added by P.L.8-1993, SEC.301.
IC 23-18-9-7.5
Revocation of dissolution
Sec. 7.5. (a) A limited liability company may revoke its
dissolution within one hundred twenty (120) days of its effective
date.
(b) Revocation of dissolution must be authorized in the same
manner as the dissolution was authorized unless the authorization for
dissolution permitted revocation of the dissolution by action of the
managers alone. If the authorization for dissolution permitted
revocation of the dissolution by action of the managers alone, the
managers may revoke the dissolution without member action.
(c) After the revocation of dissolution is authorized, the limited
liability company may revoke the dissolution by delivering to the
secretary of state for filing articles of dissolution and articles of
revocation of dissolution. The articles of revocation of dissolution
must set forth the following:
(1) The name of the limited liability company.
(2) The effective date of the revocation of dissolution.
(3) The date that the revocation of dissolution was authorized.
(4) If applicable, a statement that the limited liability company's
members or managers revoked the dissolution.
(5) If the limited liability company's members or managers
revoked a dissolution authorized by the members or managers,
a statement that the authorization permitted revocation of the
dissolution by action of the members or of the managers alone.
(d) Unless otherwise specified, a revocation of dissolution is
effective when articles of revocation of dissolution are filed.
(e) A revocation of dissolution relates back to and takes effect as
of the effective date of the dissolution. A limited liability company
whose dissolution is revoked resumes carrying on business as if there
had been no dissolution.
As added by P.L.130-2006, SEC.33. Amended by P.L.1-2007,
SEC.164.
IC 23-18-9-8
Claims
Sec. 8. (a) As used in this section, "claim" does not include a
contingent liability or a claim based on an event occurring after the
date of dissolution.
(b) A dissolved limited liability company may dispose of the
known claims against it by following the procedure described in this
section.
(c) The dissolved limited liability company shall notify known
claimants in writing of the dissolution at any time after the
dissolution. The written notice must contain the following:
(1) The amount that the dissolved limited liability company
believes will satisfy the claim.
(2) A statement that the creditor has the right to dispute the
amount of the claim and a description of the procedure for
disputing the amount of the claim.
(3) A mailing address where a dispute of the amount of the
claim may be sent.
(4) The deadline for receiving disputing claims. The deadline
may not be less than sixty (60) days after the effective date of
the written notice.
(5) A statement that the claim will be fixed at the amount
specified by the dissolved limited liability company if a dispute
of the amount of the claim is not received by the deadline.
(d) If the amount of the claim is disputed, the claimant must notify
the dissolved limited liability company of the dispute by the
deadline. If the dissolved limited liability company rejects the
disputed amount, the claimant must commence a proceeding to
enforce the claim not more than ninety (90) days after the effective
date of the limited liability company's rejection notice.
(e) The amount of the claim is fixed under one (1) of the
following conditions:
(1) The claimant does not notify the dissolved limited liability
company by the deadline.
(2) The claimant has notified the dissolved limited liability
company of a dispute and has received a rejection notice and
does not commence a proceeding within ninety (90) days from
the effective date of the rejection notice.
(f) Regardless of a dispute in the amount of the claim, the
dissolved limited liability company must tender to the claimant the
amount of the claim specified in the notice of the claim given under
subsection (c) not more than thirty (30) days after the earlier of the
following dates:
(1) The date that the claim becomes fixed.
(2) The date that the claimant commences the proceeding to
enforce the claim.
As added by P.L.8-1993, SEC.301.
IC 23-18-9-9
Notice of dissolution
Sec. 9. (a) A dissolved limited liability company may publish
notice of its dissolution and request that persons with claims against
the limited liability company present them in accordance with the
notice.
(b) The notice must meet the following requirements:
(1) Be published one (1) time in a newspaper of general
circulation in the county where the dissolved limited liability
company's principal office, or if there is none in Indiana its
registered office, is or was last located.
(2) Describe the information that must be included in a claim
and provide a mailing address where the claim may be sent.
(3) State that a claim against the limited liability company will
be barred unless a proceeding to enforce the claim is
commenced not more than two (2) years after the publication of
the notice.
(c) If the dissolved limited liability company publishes a notice in
accordance with subsection (b), the claim of each of the following
claimants is barred unless the claimant commences a proceeding to
enforce the claim against the dissolved limited liability company not
more than two (2) years after the publication date of the notice:
(1) A claimant who did not receive written notice under section
8 of this chapter.
(2) A claimant whose claim was timely sent to the dissolved
limited liability company but not acted on.
(3) A claimant whose claim is contingent or based on an event
occurring after the date of dissolution.
(d) A claim may be enforced under this section:
(1) against the dissolved limited liability company to the extent
of its undistributed assets; or
(2) if the assets have been distributed in liquidation, against a
member of the dissolved limited liability company to the extent
of the member's pro rata share of the claim or the assets
distributed to the member in liquidation, whichever is less, but
a member's total liability for all claims under this section may
not exceed the total amount of assets distributed to the member.
As added by P.L.8-1993, SEC.301.
IC 23-18-9-10
Claimants not found or incompetent to receive assets; deposits for
safekeeping; disbursement upon proof of entitlement
Sec. 10. Assets of a dissolved limited liability company that
should be transferred to a creditor, claimant, or member of the
limited liability company who cannot be found or who is not
competent to receive the assets must be reduced to cash and
deposited with the treasurer of state or other appropriate state official
for safekeeping. When the creditor, claimant, or member furnishes
satisfactory proof of entitlement to the amount deposited, the
treasurer of state or other appropriate state official must pay to the
creditor, claimant, or member or a representative of the creditor,
claimant, or member that amount.
As added by P.L.8-1993, SEC.301.