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Administrative Dissolution and Reinstatement: Changes Going Into Effect

Indiana’s business corporation law permits corporations and limited liability companies that have been administratively dissolved by the Secretary of State the opportunity to be reinstated by making application and following specific statutory requirements. Grounds for dissolution include failure to file Biennial Reports with the Secretary of State or failure to maintain a Registered Agent or Address within the State of Indiana. When a corporation or limited liability company is administratively dissolved, it is no longer allowed to carry on business beyond that which is necessary to liquidate its assets and affairs.

In the past, companies could apply for reinstatement at any time after they had been dissolved.

Senate Enrolled Act 180, which was recently signed into law by Governor Holcomb, imposes new limits on the period of time a business is permitted to file an application for reinstatement after it has been administratively dissolved or its Certificate is revoked by the Secretary of State. Under the new law, companies are only allowed to apply for reinstatement within five (5) years after the date of administrative dissolution or revocation.

There is, however, a small window of opportunity for companies that were administratively dissolved more than five years ago to apply for reinstatement. The Secretary of State will allow these long-dissolved entities to apply for reinstatement, so long as the application for reinstatement is submitted no later than July 31, 2018.  After this date, businesses that have been dissolved for more than five years will not be permitted to be reinstated. Given the steps and information necessary to file an application for reinstatement, including obtaining a tax clearance from the Indiana Department of Revenue which takes four to six weeks, companies must act immediately to meet this deadline. Failing to do so will result in the entity being permanently dissolved or revoked.

For information or assistance with an application for reinstatement, please contact attorney Shannon Frank at sfrank@KDDK.com or (812) 423-3183, or contact any  member of the KDDK Business Law Practice Team.

About the Author

Shannon S. Frank, Indiana Attorney

Shannon S. Frank

Shannon S. Frank, a Partner at Kahn, Dees, Donovan & Kahn, LLP (KDDK), in Evansville, Indiana, has more than 25 years’ experience in the practice of business law, construction law, estate planning and probate administration, health care law, and real estate law. Shannon takes prides in giving exceptional service to her clients, recognizing that relationships with clients play a significant and essential role in providing tailored and comprehensive legal advice.

(Robert Lamey, a law clerk at KDDK, contributed to this article.)

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