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 undersection 2 of this chapter to administratively dissolve a limitedliability company if:
(1) the limited liability company does not deliver its biennialreport to the secretary of state not more than sixty (60) daysafter the biennial report is due;
(2) the limited liability company is without a registered agent orregistered office in Indiana for at least sixty (60) days;
(3) the limited liability company does not notify the secretaryof state not more than sixty (60) days after its registered agentor registered office has been changed, its registered agent hasresigned, or its registered office has been discontinued; or
(4) the period of duration stated in the limited liabilitycompany'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 moregrounds exist under section 1 of this chapter for dissolving a limitedliability company, the secretary of state shall serve the limitedliability company with written notice of the determination underIC 23-18-2-13.
(b) If the limited liability company does not correct each groundfor dissolution or demonstrate to the reasonable satisfaction of thesecretary of state that each ground determined by the secretary ofstate does not exist not more than sixty (60) days after service of thenotice is perfected under IC 23-18-2-13, the secretary of state shalladministratively dissolve the limited liability company by signing acertificate of dissolution that states the ground or grounds fordissolution and its effective date. The secretary of state shall file theoriginal of the certificate and serve a copy on the limited liabilitycompany 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 administrativelydissolved continues in existence but may not carry on any businessexcept business necessary to wind up and liquidate its business andaffairs under IC 23-18-9-4 and notify claimants under IC 23-18-9-8and IC 23-18-9-9.
(b) The administrative dissolution of a limited liability companydoes 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 dissolvedunder section 2 of this chapter may apply to the secretary of state forreinstatement. The application must:
(1) state the name of the limited liability company and theeffective date of its administrative dissolution;
(2) state that the ground or grounds for dissolution either didnot exist or have been eliminated;
(3) state that the limited liability company's name satisfies therequirements under IC 23-18-2-9; and
(4) contain a certificate from the department of state revenuestating that all taxes owed by the limited liability company havebeen paid.
(b) If the secretary of state determines that the applicationcontains the information required by subsection (a) and that theinformation is correct, the secretary of state shall:
(1) cancel the certificate of dissolution and prepare a certificateof reinstatement that states the determination and the effectivedate 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 relatesback to and takes effect as of the effective date of the administrativedissolution, and the limited liability company resumes carrying onbusiness 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 liabilitycompany's application for reinstatement following administrativedissolution, the secretary of state shall serve the limited liabilitycompany under IC 23-18-2-13 with a written notice that explains thereason or reasons for denial.
(b) The limited liability company may appeal the denial ofreinstatement to the circuit or superior court of the county where thelimited liability company's principal office, or if there is none inIndiana its registered office, is located not more than thirty (30) daysafter 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'scertificate of dissolution, the limited liability company'sapplication for reinstatement, and the secretary of state's noticeof denial.
(c) The court may order the secretary of state to reinstate thedissolved limited liability company or may take other action the courtconsiders appropriate. (d) The court's final decision may be appealed as in other civilproceedings.
As added by P.L.8-1993, SEC.301.