How to Dissolve an LLC in Indiana: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You dissolve an Indiana LLC by approving the dissolution, winding up the business under IC 23-18-9, closing your Indiana Department of Revenue tax accounts, and filing Articles of Dissolution (State Form 49465) with the Indiana Secretary of State - $20 online through INBiz or $30 by mail. Winding up must be complete before the entity fully ends.

Indiana Agency and Form: Secretary of State, State Form 49465

You close an Indiana LLC by filing Articles of Dissolution - State Form 49465 - with the Indiana Secretary of State, Business Services Division. Voluntary dissolution is governed by IC 23-18-9, the winding-up chapter of the Indiana Business Flexibility Act. Filing the Articles of Dissolution is the act that formally ends the LLC's existence with the state, but only after the business is wound up.

You file and pay through INBiz, the state's online business portal - $20 online or $30 by mail. The form is available on the Secretary of State business forms page. This guide covers the Indiana-specific process; for the national overview, see how to dissolve an LLC.

How to Dissolve an Indiana LLC, Step by Step

Dissolving an Indiana LLC is a five-step process. Each step maps to a requirement of IC 23-18-9 or a federal or state tax rule.

1. Approve the dissolution. Follow the vote or written-consent procedure in your operating agreement. If the agreement is silent, the default rules of IC 23-18-9 govern how the members authorize dissolution. Record the decision in the company's minutes or a written consent.
2. Wind up the business. Under IC 23-18-9-1.1, a dissolved LLC may carry on only the activities needed to wind up: stop new business, collect assets, dispose of property, and settle affairs.
3. Close your tax accounts. File final federal and Indiana returns, close your sales tax and withholding accounts with the Indiana Department of Revenue, and pay any balances so no obligations remain.
4. File Articles of Dissolution (State Form 49465). Submit the form to the Secretary of State through INBiz and pay $20 online (or $30 by mail). This ends the LLC's registration.
5. Notify creditors and close accounts. Give notice to known creditors, pay or provide for debts, cancel any licenses and permits, and close the business bank account once winding up is finished.

Distribute any remaining assets to the members in the order set by IC 23-18-9 only after debts and liabilities are paid or provided for. Doing the steps in this sequence - approve, wind up, close taxes, then file - is what makes the closure clean and defensible, and it is why filing the Articles of Dissolution is the last state step rather than the first. Rushing to file before winding up is finished can leave debts unresolved after the entity is off the register, which is the situation the ordered process is designed to prevent.

Winding Up Under IC 23-18-9

"Winding up" is the legal term for settling an LLC's affairs after dissolution. Under IC 23-18-9, once an LLC is dissolved it continues to exist only for the limited purpose of winding up: collecting its assets, disposing of property that will not be distributed to members, discharging or making provision for its liabilities, and distributing what remains to the members. Unless the operating agreement provides otherwise, the members or managers who had authority to manage the LLC carry out the winding up.

Doing this in the right order protects members from personal exposure. Creditors and taxes come before distributions to members. Skipping winding up - for example, distributing cash to members while a debt is unpaid - can expose those members to claims. See the national dissolution overview for the general sequence that applies in every state.

Indiana law also fixes the powers and effect of dissolution: a dissolved LLC continues to exist as a legal entity for winding-up purposes, so it can still sue and be sued, hold title to property while liquidating it, and honor contracts that must be completed. What it may not do is carry on its ordinary business as if nothing changed. This "limited survival" is deliberate - it gives the company the legal capacity it needs to close out cleanly without letting it keep operating indefinitely. The broader concept of dissolution works the same way in most states: dissolution begins the end of the entity, and winding up completes it. Keeping careful records of each winding-up step - the vote, the creditor notices, the final distributions - is the best protection if a member or creditor later questions how assets were handled.

Closing Indiana and Federal Tax Accounts

Before or alongside filing the Articles of Dissolution, close out taxes. File your final federal return and check the "final return" box, and file your final Indiana returns. If your LLC held a Registered Retail Merchant Certificate, close the sales tax account with the Indiana Department of Revenue; if you had employees, close the withholding account and file final payroll reports. The Department of Revenue's sales tax page explains account handling.

On the federal side, the IRS explains how to file a final return and close a business, and you can close the business's IRS account tied to its EIN. Settling taxes first avoids a surprise balance surfacing after the LLC is gone.

Sequence matters here too. Indiana's Department of Revenue expects final returns for each tax type the LLC was registered for, so review the business tax accounts you opened at formation and close each one: sales tax, withholding, and any industry-specific tax. If you distribute all the LLC's cash to members before final taxes are paid, you can leave the business unable to satisfy a balance the Department later assesses, which is exactly the kind of gap that can pull members into personal exposure. A practical rule is to hold back a reserve for estimated final taxes until returns are filed and accepted, then distribute what remains. If your LLC had employees, file final federal payroll returns and issue final wage statements as well, since those obligations survive the entity's closure.

Cost to Dissolve an Indiana LLC (2026)

The state cost to dissolve is modest. The table lists the fees involved, verified against the Indiana Secretary of State / INBiz fee schedule. Amounts are effective for 2026.

Compare these closing costs with the up-front and recurring numbers in Indiana LLC cost.

Voluntary vs. Administrative Dissolution

There are two ways an Indiana LLC can end. Voluntary dissolution is the clean route described above: you decide to close, wind up, and file the Articles of Dissolution. Administrative dissolution happens when the state closes the LLC for noncompliance - most often for failing to deliver the biennial Business Entity Report - under IC 23-0.5-6-3.

Administrative dissolution is not a substitute for closing properly. Even after the state dissolves the entity, unpaid taxes and unresolved liabilities can persist, and the business name is no longer protected. A voluntary dissolution, with taxes closed and creditors notified, ends the LLC on your terms. If your LLC was administratively dissolved but you want it back, you generally must file for reinstatement, cure the compliance problem, and pay the reinstatement fee.

There is a subtle trap in letting the state dissolve you instead of doing it yourself. An LLC that is administratively dissolved for missing its Business Entity Report has not necessarily settled its debts or closed its tax accounts - it has simply fallen off the register. Creditors can still pursue claims, and the Department of Revenue can still assess tax on activity that occurred before the lapse. Worse, the members lose the certainty that comes from a documented winding up, because no formal creditor notice or final distribution was recorded. Voluntary dissolution costs only $20 online and a modest amount of effort, and in exchange it gives you a clean, provable ending. For most owners deciding to close, that certainty is well worth the filing fee compared with simply walking away and hoping nothing surfaces later.

After Dissolution: Records and Loose Ends

After the Secretary of State processes the Articles of Dissolution, keep the company's records for the period your tax advisor recommends, since final returns and asset distributions may be reviewed. Cancel any remaining Indiana business licenses and local permits, close remaining bank and merchant accounts, and cancel any assumed business name filings. Confirm your registered agent knows the entity is closed so no further service is expected. For a broader closing checklist, see the how to dissolve an LLC hub.

Two practical loose ends catch people out. First, if the LLC held a registered agent through a commercial service, cancel that service so you are not billed for another year after the entity no longer exists. Second, if you paid the biennial Business Entity Report shortly before deciding to close, there is no refund - dissolution and the report are separate filings - so time your decision with that in mind. Once everything is closed, the LLC's liability shield has served its purpose: debts properly discharged in winding up stay discharged, and members who followed the statutory order are generally protected from later claims tied to the business. That clean ending is the whole point of dissolving formally rather than walking away.

Frequently Asked Questions

How much does it cost to dissolve an LLC in Indiana?

Filing the Articles of Dissolution (State Form 49465) costs $20 online through INBiz or $30 by mail. Closing your Department of Revenue tax accounts carries no separate state filing fee.

What form do I file to dissolve an Indiana LLC?

Articles of Dissolution, State Form 49465, filed with the Indiana Secretary of State. File it online through INBiz for $20, or mail the paper form with a $30 fee, after winding up.

Do I need to close my Indiana tax accounts before dissolving?

Yes. File final federal and Indiana returns and close your sales tax and withholding accounts with the Indiana Department of Revenue as part of winding up, so no balances remain.

What happens if I just stop filing instead of dissolving?

If you stop filing the biennial Business Entity Report, the Secretary of State can administratively dissolve the LLC under IC 23-0.5-6-3, but taxes and liabilities can linger. A voluntary dissolution closes the entity cleanly.

How long does Indiana LLC dissolution take?

Articles of Dissolution filed online are typically processed in about one business day; mailed filings take longer. Winding up the business itself can take weeks or months.

Related

• How to dissolve an LLC (cluster hub)
• How to form an LLC in Indiana
• Indiana Business Entity Report and taxes
• Indiana registered agent requirements
• How much does an Indiana LLC cost?
• How to get a business license in Indiana
• How to close a business
• Cost to dissolve an LLC
• What happens if you don't dissolve an LLC
• Indiana Articles of Organization
• How to get an EIN

Sources

1. Indiana Code - IC 23-18-9 (voluntary dissolution and winding up).
2. Indiana Code - IC 23-18-9-1.1 (winding up activities of a dissolved LLC).
3. Indiana Code - IC 23-0.5-6-3 (administrative dissolution).
4. Indiana Secretary of State - Business Forms (Articles of Dissolution, State Form 49465).
5. INBiz (Indiana's official business portal) - Business Filings (file dissolution online).
6. INBiz - Fee Calculator ($20 online dissolution fee).
7. Indiana Department of Revenue - Sales Tax (closing sales tax / RRMC accounts).
8. IRS - Closing a Business (final federal return).
9. Indiana Code - IC 23-18-9-3 (powers of a dissolved LLC; effect of dissolution).
10. Indiana Department of Revenue - Business Tax (closing tax accounts).
11. Cornell Legal Information Institute - Dissolution (definition).
12. IRS - Canceling an EIN - Closing Your Account (close the IRS business account).
13. Cornell Legal Information Institute - Winding up (definition).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and procedures change; verify current requirements with the Indiana Secretary of State and Indiana Department of Revenue before acting.