In Indiana, you must file a Certificate of Cancellation (Articles of Dissolution) with the Indiana Secretary of State to dissolve a corporation or LLC. The form must be signed by a member or officer of the organization.
To file the Certificate of Cancellation (Articles of Dissolution), you must first contact the Indiana Secretary of State Business Services Division and request an original Certificate of Cancellation form.
The request may be made either in person, by mail or electronically. The form must be signed by an officer or member of the organization, with appropriate authorization.
The Certificate of Cancellation must be accompanied by a $30 filing fee, payable to the Indiana Secretary of State. Once the form is completed, the original Certificate of Cancellation form may be sent to the Indiana Secretary of State’s office either by mail or electronically.
After the Certificate of Cancellation is filed, the Secretary of State will send a confirmation to the business. Upon receipt, the corporation or LLC is officially dissolved. The business is responsible for any taxes and other expenses resulting from the dissolution, including filing taxes for the final year of operation.
The business must also fulfill any outstanding obligations.
How do I dissolve an Indiana corporation?
To dissolve an Indiana corporation, a business must first file a Certificate of Dissolution with the Indiana secretary of state. This document must include information such as the name and registry number of the corporation, the date of dissolution, and the name and address of the filing entity.
Once all of the necessary information is provided, the filing must be accompanied by a filing fee.
Next, the corporation must notify the Indiana Department of Revenue to discontinue its filing requirements. They should also notify creditors, agents and other third parties that the corporation is being dissolved.
The corporation must then settle all claims and distribute any remaining assets to the shareholders in accordance with the corporate bylaws. The business must also submit a final Indiana state tax return and any other applicable state or federal tax forms.
Finally, the corporation must file its Certificate of Dissolution with the Indiana secretary of state, along with any required reports and documents. Once everything has been properly submitted, the corporation will be officially dissolved and its status will be changed to “Dissolved”.
How long does it take to dissolve an LLC in Indiana?
The dissolution of a limited liability company (LLC) in Indiana requires a number of steps and depends in large part on the complexity of each particular LLC. Generally, the process of dissolving an LLC in Indiana can take between four and six months.
The initial step in the dissolution process is filing a Certificate of Dissolution with the Indiana Secretary of State. This filing must include the LLC’s name, its federal ID number, the effective date of dissolution, and the signatures of all company members, officers, or managers with authority to sign on behalf of the LLC.
Once the Certificate of Dissolution is filed and approved, the LLC will be legally dissolved.
Following the filing of the Certificate of Dissolution, LLCs in Indiana are legally obligated to notify any creditors or claimants of their dissolution. This can be done by publishing a notice of dissolution in a local newspaper or by sending a personal notice.
It is important to provide sufficient notice however, as failure to notify creditors may result in additional debts being incurred.
Alternatively, if the LLC still has assets available, it can use those to pay off all of its debts and liabilities prior to filing the Certificate of Dissolution. In this scenario, verifying and paying off all of the LLC’s creditors can take additional time.
Once all debts have been settled, the LLC is required to file a final report of taxes, fees, and information with the Indiana Department of Revenue. Once this form is completed and submitted, the LLC must also submit a final federal income tax return to the IRS.
Both of these items must be completed and submitted before the LLC can be officially dissolved and officially removed from the Indiana Secretary of State’s records.
In summary, dissolving an LLC in Indiana can take four to six months, depending on how long it takes to gather the necessary documents, pay off debts and/or notify creditors and claimants, and submit the final materials to the appropriate state and federal bodies.
Can you file an LLC online in Indiana?
Yes, you can file an LLC online in Indiana. The process is relatively straightforward, and can be completed through the Indiana Secretary of State’s website. You will need to register a “Fictitious Naming” form with the Indiana Secretary of State.
Once the form is submitted, you will need to create an LLC Operating Agreement to outline the rights and responsibilities of the members in the LLC. Additionally, you will need to file the Articles of Organization form, which will establish the LLC and create a public record.
Finally, you will need to pay the appropriate filing fees to the Indiana Secretary of State. Once the filing process is complete, you will be able to officially operate an LLC in Indiana.
Can a dissolved company still operate?
No, a dissolved company can no longer operate as a business. When a company is dissolved, its legal rights and responsibilities, including any legal obligations and liabilities, cease to exist. Any assets and property held by the company become the property of the shareholders and must be distributed amongst them in accordance with their legal entitlements.
After the dissolution process has been completed, the company is officially struck off the register, and ceases to exist as a legal entity. This means that the company can no longer conduct any of its previous business activities, enter into any new contracts, or employ any personnel.
What happens to assets when LLC dissolves?
When an LLC dissolves, the assets owned by the LLC must be disposed of according to the LLC’s Articles of Organization and Operating Agreement. The process of disposing of assets typically involves liquidating the assets and distributing them among the LLC’s members.
Generally, the LLC’s creditors must be paid first, and if there is any money left, the members receive their share according to the agreed-upon percentages.
The process of liquidation requires that all of the LLC’s assets be valued. Depending on the type of asset, this may involve hiring an appraiser or conducting an auction. Once the assets have been liquidated, the proceeds must be divided among the LLC’s creditors and members.
If the LLC owns any real estate (such as land or buildings) or other property, a written agreement between the LLC and the buyer must be drawn up. The agreement should clearly outline the terms, conditions, and payment structure for the sale.
Once the agreement is executed, the buyer must take title to the property, and the LLC’s interest in the asset is considered terminated.
The LLC’s debts and liabilities must also be settled. This involves obtaining releases of any lien holders, who must be paid by the LLC. Bank accounts and other assets held in the name of the LLC must be closed, and any remaining funds must be distributed according to the LLC’s Operating Agreement.
After these steps have been completed, the LLC’s liability ceases, and the LLC ends its operations.
What is the difference between terminating and dissolving an LLC?
Terminating an LLC is the final process of winding up a business, while dissolving an LLC is the official process that is required by state law before the termination process can begin. When an LLC terminates, it is legally eliminated, which means the business no longer exists, is not liable for any debts or obligations, and its assets are disposed of according to state law.
Dissolving an LLC is the process of ending a business’s legal existence by submitting documentation to the state. When an LLC is dissolved, the members are no longer personally liable for any debts incurred by the company, and all of its assets must be distributed according to the laws of the state it is registered in.
The state may also require that debts and liabilities be paid before the dissolution is finalized. Terminating an LLC usually involves distributing the remaining assets of the business to creditors and shareholders, filing paperwork with the state to dissolve the LLC, and notifying federal and state tax authorities.
Once the termination process is complete, the business is considered to be closed.
What happens to assets when you close a limited company?
The procedure of closing a Limited Company (otherwise known as ‘winding up’ or ‘liquidating’) is something which can be a complex process but is necessary to ensure that all outstanding financial matters are settled and the company ceases to exist.
When closing a limited company, the directors must ensure that all outstanding accounts with suppliers, HMRC, and creditors are settled and disclosed. Depending on the structure of the company, it can involve a range of activities including selling off any remaining assets the company owns, such as property or equipment, and settling any debts the company still owes.
The directors then need to submit a request to HMRC to deregister the company from tax. This is done by filing a Form DS01 with Companies House. Meanwhile, the directors must also file a final set of Corporation Tax accounts and tax returns.
Once all these steps have been completed, the directors can then submit a Notice of Intent with Companies House to begin the process of dissolving the company. During this process, Companies House will advertise to check for creditors’ claims and other objections to the dissolution.
When the dissolution process is complete, Companies House will issue a Certificate of Dissolution, and the assets of the company will then be transferred to the Crown. Once this happens, no assets remain in the name of the company and the company officially ceases to exist.
This means that any outstanding debts or assets will usually be written off and no money is paid out to the shareholders or creditors.
Does an LLC always protect your personal assets?
No, an LLC does not always protect your personal assets in all circumstances. Though an LLC provides a form of legal liability protection that creates a “legal firewall” to shield your personal assets, an LLC is not a “silver bullet”.
If, for example, your LLC fails to pay creditors, or engage in illegal activity, a court may “pierce the corporate veil” and hold you personally liable for the LLC’s debts. Additionally, some creditors may attempt to gain access or secure a judgment against personal assets you might have placed inside the LLC, such as real estate, stocks, and bonds.
Finally, certain agreements that your LLC may enter into, such as contracts, may force you to personally guarantee any obligations under the contract. To minimize the risk of a court piercing the LLC’s veil, small business owners should run the LLC like a proper business, separate business finances from personal finances, and make sure all dues, taxes, and other legal documents are filed and up-to-date.
What happens to the liabilities of a dissolved company?
When a company is dissolved, its liabilities usually remain with the company. Generally, this means that the company’s creditors will still seek repayment of the money they are owed. All outstanding debts must be paid before any assets can be distributed to shareholders or creditors.
In some cases, creditors may not be able to recover all of the money they are owed if the debt exceeds the value of the company’s assets. If a business is dissolved in insolvency, the creditors’ claims will be handled by the insolvency practitioner overseeing the dissolution process in accordance with applicable law.
If a solvent company is dissolved, shareholders may be liable for the company’s outstanding debts, unless the company is able to successfully negotiate a settlement with its creditors. In any situation, creditors of the dissolved company always have the right to pursue legal action against shareholders if they cannot be repaid.
Who can alter the articles of a company?
The Articles of a company can be altered by the company’s shareholders. Depending on the type of company, the shareholder may have to vote on the proposed changes to their Articles of Association. The voting process and number of votes required will generally depend on the structure of the company (for example, the Articles may require a super-majority, or a unanimous vote, for changes to be passed).
Additionally, in order for the Articles to be altered, the board of directors may need to make a resolution or issue a notice to shareholders. Lastly, depending on the corporate jurisdiction, the company must adhere to other procedures as required by local corporate legislation.
How do you change an article on Companies House?
Changing an article on Companies House involves following the steps provided by the platform. First, users must log in to their Companies House account and select the company they wish to amend. Next, users are taken to the ‘Find Documents’ page and must select the applicable article on the right side of the page.
Once selected, users can click on the pencil icon to open the form and they are prompted to click the ‘Amend’ button to view a summary of the document before submission. Users must then fill out the specific form with the respective changes.
Once done, the user must tick the box at the bottom of the form and click ‘Amend Article’. Users can then view any warnings that the platform has returned and ‘Confirm’ their changes. Companies House will then send an email to confirm that the changes have been registered.
It is also important to note that users must pay the required fee before being able submit the application.
How do I change my DBA in Indiana?
If you need to change your DBA (Doing Business As) in the state of Indiana, the process is relatively straightforward.
The first step is to complete the DBA amendment form, which is provided by the Indiana Secretary of State’s office. You will need to include your current business name and the new name you wish to use.
You should also provide the reason for the name change, a statement that the name has not been previously registered as a fictitious business name, and the current name and address of the entity. Once the form has been completed, you should guaranty the name with a $30 filing fee.
Once the form has been submitted, it will be reviewed by the Business Services Division. Provided that all of the information is in compliance with Indiana regulations, the Secretary of State will issue a name change notice, which must be published in a newspaper in the county where your business is located.
This notice must be published within 30 days of submitting your amendment form.
Upon proof of publication and the filing payment, your new DBA will be officially recognized on a Certificate of Amendment from the Secretary of State’s office. This officially changes your DBA in Indiana.
Be sure to check with your local county clerk for any additional regulations or paperwork that might need to be completed in order to register the new DBA under your county.