How to Dissolve an LLC in Indiana: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Voluntary dissolution of an Indiana LLC is governed by the Indiana Business Flexibility Act, Indiana Code Title 23, Article 18, Chapter 9. Your operating agreement is what sets the vote itself, so read it first. It usually states whether dissolution requires unanimous member consent, a majority of membership interests, or manager approval, and that is the threshold you have to meet. If the agreement does not address dissolution, obtain written consent from every member rather than assuming a lower bar, because a member who never agreed can dispute the distributions afterward. Capture the decision in a signed written resolution naming the LLC, the date of the vote, the members approving it, and the intended effective date of dissolution.

   Pro tip: Sign the resolution before you file. Indiana sets no statutory time limit on winding up, so your own dated record is the only thing that establishes when the wind-down period began and how long it ran.
2. 2

   File the Articles of Dissolution (State Form 49465) with the Indiana Secretary of State

   The document that dissolves an Indiana LLC is the Articles of Dissolution of a Limited Liability Company, State Form 49465, filed with the Secretary of State, Business Services Division. The fee depends on how you file it. Indiana Code 23-0.5-9-22 sets $20 for an electronic filing and $30 for a filing made in any other way, so dissolving online through INBiz, the state's business filing portal at https://inbiz.in.gov/business-filings/close-business, costs $20, while mailing the paper form costs the $30 printed on it. No Secretary of State tax clearance certificate is required to dissolve, so nothing has to be obtained from another agency before this filing is accepted. Indiana does not publish a standard processing time on its primary sources, so treat any specific turnaround quoted elsewhere as unverified and build slack into your plan.

   Pro tip: Filing online through INBiz is the cheaper route at $20, it avoids the mail transit a paper filing adds on both ends, and it gives you an immediate submission record alongside your business entity history. If you mail the paper form instead, budget the $30, send it with tracking, and keep a complete copy of what you submitted.
3. 3

   Notify Creditors and Settle Debts

   Indiana gives you two distinct mechanisms, and only one of them involves a fixed number of days. For known claimants, Indiana Code 23-18-9-8 requires written notice with a claim-submission deadline that may not be less than sixty days after the effective date of the notice. That 60 days is the notice period the statute names. For other and unknown claims, Indiana Code 23-18-9-9 says a dissolved LLC may publish notice one time in a newspaper of general circulation in the county of its principal or registered office, which starts a bar so that claims are barred unless a proceeding is commenced within two years of publication. Publication is optional in Indiana and is not required to dissolve. Build a complete creditor list, deliver the written notices, and pay or settle valid claims before members receive anything.

   Pro tip: Send known-claimant notices by certified mail and keep the receipts. The 60-day minimum runs from the effective date of the notice, so a documented delivery date is what you will rely on if a claimant later says the window was too short.
4. 4

   Close Indiana State Tax Accounts

   Indiana does not require a tax clearance certificate to dissolve an LLC, and no clearance gates the Articles of Dissolution filing. What Indiana does require is separate notice. State Form 49465 directs the dissolving LLC to file notice of dissolution with the Indiana Department of Revenue under Indiana Code 6-8.1-10-9, and with the Indiana Department of Workforce Development under Indiana Code 22-4-32-23. Treat those as two additional items on your list, not as preconditions of the Secretary of State filing. Alongside them, file a final return for every Indiana tax the LLC was registered for, pay the balances due, and close each registered account. The Department of Workforce Development notice is the one owners most often miss, since it applies to the unemployment insurance side rather than income or sales tax.

   Pro tip: Send both notices even if the LLC had no employees and no revenue in its final year. The form directs the filing regardless, and a dormant unemployment insurance account left open keeps generating quarterly filing expectations.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. Also file the final federal return: Form 1065 for a multi-member LLC taxed as a partnership, Form 1120-S for one taxed as an S corporation, or Form 1120 for one taxed as a C corporation, each with the final return box checked. A single-member LLC that never elected corporate treatment reports the wind-down on the owner's individual return.

   Pro tip: File the final return before or with the deactivation letter.
6. 6

   Distribute Remaining Assets to Members

   Creditors come first and members come last, and inverting that order is what puts personal liability back on the table. Pay or adequately provide for the LLC's debts, then distribute what remains according to your operating agreement. If the agreement does not address final distributions, members generally take in proportion to their ownership interests: return capital contributions, then divide the balance. Value non-cash assets at fair market value on the date of distribution and write that figure down, because it determines each member's tax reporting. Give every member a written statement showing what they received and when, signed and dated, so the record exists if anyone questions the split later.

   Pro tip: Hold a reserve until the 60-day known-claimant windows have closed, and longer if you published notice, since that starts a two-year bar rather than ending exposure immediately. Clawing a distribution back from a member is far harder than delaying it.
7. 7

   Confirm Dissolution is Complete

   The dissolution takes effect when the Secretary of State accepts the Articles of Dissolution, not when you send them. Look your entity up in the Secretary of State's business search through INBiz and confirm the record reflects the dissolution and shows the filing date. If you filed online, the confirmation in your INBiz account and the stamped copy are your proof. Because Indiana does not publish a standard processing time, check the public record again a few weeks after filing rather than treating silence as success. Keep the filed State Form 49465, the dissolution resolution, the known-claimant notices with delivery receipts, proof of the Department of Revenue and Department of Workforce Development notices, final returns, and your distribution records together.

   Pro tip: Save proof that you sent the two agency notices in the same file as the dissolution filing. They are directed by the form but handled outside the Secretary of State, so nothing in the public entity record will show that you completed them.

Winding-Up Checklist

• Cancel all Indiana business licenses and permits

  Contact every state agency, city, and county that issued a license or permit and cancel it in writing with an effective date. Dissolving with the Secretary of State does not reach licenses held under separate registrations.

• Close business bank accounts

  Keep one account open until final creditor payments clear and distributions are made, then close it. Download the complete statement history first, because access usually ends the day the account closes.

• Cancel business insurance policies

  Give each carrier the dissolution date in writing so coverage ends cleanly and unearned premium is refunded. Ask about tail coverage before cancelling a claims-made policy.

• Notify vendors, suppliers, and customers in writing

  Send dated notice covering when operations stop and how final invoices, deliveries, and refunds will be handled. For anyone who is also a known creditor, pair it with the written claim notice that starts the 60-day minimum window.

• File final payroll tax returns and W-2s (if you had employees)

  File final federal and Indiana payroll returns, deposit remaining withholding, and issue W-2s plus the transmittal copies. This pairs directly with the notice of dissolution the form directs you to send to the Indiana Department of Workforce Development.

• Retain business records per Indiana retention requirements

  Keep the filed Articles of Dissolution, the resolution, creditor notices, tax returns, and distribution records for at least seven years. If you published notice, claims can be brought for up to two years afterward, so that stretch matters most.