CHAPTER 9. VOLUNTARY DISSOLUTION
IC 23-18-9
Chapter 9. Voluntary Dissolution
IC 23-18-9-1
Circumstances requiring dissolution; companies existing on orbefore June 30, 1999
Sec. 1. (a) Unless otherwise provided in a written operatingagreement, a limited liability company existing under this article onor before June 30, 1999, is governed by this section.
(b) A limited liability company is dissolved and its affairs must bewound up on the first of the following to occur:
(1) At the time or on the occurrence of events specified inwriting 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 continuedby the consent of all the remaining members not more thanninety (90) days after the occurrence of the event or asotherwise provided in writing in the articles of organization oroperating agreement.
(4) Entry of a decree of judicial dissolution under section 2 ofthis 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 June30, 1999
Sec. 1.1. (a) A limited liability company formed under this articleafter June 30, 1999, is governed by this section.
(b) A limited liability company is dissolved and the limitedliability company's affairs must be wound up when the first of thefollowing occurs:
(1) At the time or on the occurrence of events specified inwriting in the articles of organization or operating agreement.
(2) If there is one (1) class or group of members, writtenconsent of two-thirds (2/3) in interest of the members or, ifthere is more than one (1) class or group of members, writtenconsent of two-thirds (2/3) in interest of each class or group ofmembers.
(3) Entry of a decree of judicial dissolution under section 2 ofthis chapter.
(c) A limited liability company is dissolved and the limitedliability company's affairs must be wound up if there are nomembers. However, this subsection does not apply if, under aprovision in the operating agreement, not more than ninety (90) daysafter the occurrence of the event that caused the last remainingmember to cease to be a member, either:
(1) the personal representative of the last remaining memberagrees in writing: (A) to continue the business of the limited liability company;and
(B) to the admission of the personal representative or thepersonal representative's nominee or designee to the limitedliability company as a member; or
(2) a member is admitted to the limited liability company in themanner provided for in the operating agreement specifically forthe admission of a member to the limited liability company afterthe last remaining member ceases to be a member;
effective as of the time of the event that caused the last remainingmember 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 superiorcourt of the county in which the limited liability company's principaloffice, or if there is none in Indiana, in which the registered office islocated, may decree dissolution of the limited liability companywhenever it is not reasonably practicable to carry on the business inconformity 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 carryon business that is appropriate to wind up and liquidate its businessand affairs, including the following:
(1) Collecting its assets.
(2) Disposing of properties that will not be distributed in kindto 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 itsbusiness and affairs.
(b) Dissolution of a limited liability company does not do thefollowing:
(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 conductdifferent 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 ofmanagers, if any; or
(C) provisions for amending the operating agreement.
(5) Prevent commencement of a proceeding by or against thelimited 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 limitedliability 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 operatingagreement, the following may wind up the business or affairs of thelimited liability company:
(1) The members or managers with authority to manage thelimited liability company under IC 23-18-4-1.
(2) If a member or manager has engaged in wrongful conduct orupon other cause shown, the circuit or superior court of:
(A) the county in which the limited liability company'sprincipal office is located; or
(B) if there is none in Indiana the county in which itsregistered office is located;
on application by a member or the member's legalrepresentative 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 liabilitycompany:
(1) by an act appropriate for winding up the affairs of thelimited liability company or completing transactions unfinishedat the time of dissolution; and
(2) in a transaction that would have been binding on the limitedliability company had the limited liability company not beendissolved if each party to the transaction does not have noticeof the dissolution.
(b) The filing of articles of dissolution under section 7 of thischapter constitutes notice of dissolution for purposes of subsection(a)(2).
(c) An act of a member that is not binding on the limited liabilitycompany under subsection (a) is binding if the act is authorized bythe 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 doesnot bind the limited liability company to persons having knowledgeof the restriction.
(e) If the articles of organization provide for a manager ormanagers and the manager or managers have delegated the exclusiveauthority to manage the affairs of the limited liability company, thena manager has the authority of a member under subsection (a), anda member does not have authority while acting solely in the capacityof 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, theassets must be distributed as follows:
(1) To creditors, including members and managers who arecreditors to the extent permitted by law, to satisfy the liabilitiesof the limited liability company whether by payment or by theestablishment of adequate reserves except for liabilities fordistributions to members under IC 23-18-5-4, and IC 23-18-5-5or IC 23-18-5-5.1.
(2) Unless otherwise provided in a written operating agreement,to members and former members to satisfy the liabilities fordistributions 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, thelimited liability company may deliver to the secretary of state forfiling 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 liabilitycompany.
(4) The date dissolution occurred.
(5) Other information the members or managers filing thearticles 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 itsdissolution within one hundred twenty (120) days of its effectivedate.
(b) Revocation of dissolution must be authorized in the samemanner as the dissolution was authorized unless the authorization fordissolution permitted revocation of the dissolution by action of themanagers alone. If the authorization for dissolution permittedrevocation of the dissolution by action of the managers alone, themanagers may revoke the dissolution without member action.
(c) After the revocation of dissolution is authorized, the limitedliability company may revoke the dissolution by delivering to thesecretary of state for filing articles of dissolution and articles ofrevocation of dissolution. The articles of revocation of dissolutionmust 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'smembers or managers revoked the dissolution.
(5) If the limited liability company's members or managersrevoked a dissolution authorized by the members or managers,a statement that the authorization permitted revocation of thedissolution by action of the members or of the managers alone.
(d) Unless otherwise specified, a revocation of dissolution iseffective when articles of revocation of dissolution are filed.
(e) A revocation of dissolution relates back to and takes effect asof the effective date of the dissolution. A limited liability companywhose dissolution is revoked resumes carrying on business as if therehad 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 acontingent liability or a claim based on an event occurring after thedate of dissolution.
(b) A dissolved limited liability company may dispose of theknown claims against it by following the procedure described in thissection.
(c) The dissolved limited liability company shall notify knownclaimants in writing of the dissolution at any time after thedissolution. The written notice must contain the following:
(1) The amount that the dissolved limited liability companybelieves will satisfy the claim.
(2) A statement that the creditor has the right to dispute theamount of the claim and a description of the procedure fordisputing the amount of the claim.
(3) A mailing address where a dispute of the amount of theclaim may be sent.
(4) The deadline for receiving disputing claims. The deadlinemay not be less than sixty (60) days after the effective date ofthe written notice.
(5) A statement that the claim will be fixed at the amountspecified by the dissolved limited liability company if a disputeof the amount of the claim is not received by the deadline.
(d) If the amount of the claim is disputed, the claimant must notifythe dissolved limited liability company of the dispute by thedeadline. If the dissolved limited liability company rejects thedisputed amount, the claimant must commence a proceeding toenforce the claim not more than ninety (90) days after the effectivedate of the limited liability company's rejection notice.
(e) The amount of the claim is fixed under one (1) of thefollowing conditions: (1) The claimant does not notify the dissolved limited liabilitycompany by the deadline.
(2) The claimant has notified the dissolved limited liabilitycompany of a dispute and has received a rejection notice anddoes not commence a proceeding within ninety (90) days fromthe effective date of the rejection notice.
(f) Regardless of a dispute in the amount of the claim, thedissolved limited liability company must tender to the claimant theamount of the claim specified in the notice of the claim given undersubsection (c) not more than thirty (30) days after the earlier of thefollowing dates:
(1) The date that the claim becomes fixed.
(2) The date that the claimant commences the proceeding toenforce 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 publishnotice of its dissolution and request that persons with claims againstthe limited liability company present them in accordance with thenotice.
(b) The notice must meet the following requirements:
(1) Be published one (1) time in a newspaper of generalcirculation in the county where the dissolved limited liabilitycompany's principal office, or if there is none in Indiana itsregistered office, is or was last located.
(2) Describe the information that must be included in a claimand provide a mailing address where the claim may be sent.
(3) State that a claim against the limited liability company willbe barred unless a proceeding to enforce the claim iscommenced not more than two (2) years after the publication ofthe notice.
(c) If the dissolved limited liability company publishes a notice inaccordance with subsection (b), the claim of each of the followingclaimants is barred unless the claimant commences a proceeding toenforce the claim against the dissolved limited liability company notmore than two (2) years after the publication date of the notice:
(1) A claimant who did not receive written notice under section8 of this chapter.
(2) A claimant whose claim was timely sent to the dissolvedlimited liability company but not acted on.
(3) A claimant whose claim is contingent or based on an eventoccurring after the date of dissolution.
(d) A claim may be enforced under this section:
(1) against the dissolved limited liability company to the extentof its undistributed assets; or
(2) if the assets have been distributed in liquidation, against amember of the dissolved limited liability company to the extentof the member's pro rata share of the claim or the assets
distributed to the member in liquidation, whichever is less, buta member's total liability for all claims under this section maynot 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 forsafekeeping; disbursement upon proof of entitlement
Sec. 10. Assets of a dissolved limited liability company thatshould be transferred to a creditor, claimant, or member of thelimited liability company who cannot be found or who is notcompetent to receive the assets must be reduced to cash anddeposited with the treasurer of state or other appropriate state officialfor safekeeping. When the creditor, claimant, or member furnishessatisfactory proof of entitlement to the amount deposited, thetreasurer of state or other appropriate state official must pay to thecreditor, claimant, or member or a representative of the creditor,claimant, or member that amount.
As added by P.L.8-1993, SEC.301.