How much does it cost to dissolve an Indiana LLC?

The Articles of Dissolution filing fee is $20 online through INBiz, or $30 by mail to the Business Services Division in Indianapolis. Indiana does not offer a paid expedited tier. If the biennial Business Entity Report is unfiled, that $32 is still owed before the LLC fully clears, though there is no monetary late penalty.

Do I need a tax clearance certificate in Indiana?

No. The Indiana Department of Revenue does not issue or require a tax clearance certificate before the Secretary of State will accept Articles of Dissolution. You still need to close sales tax, withholding, and corporate income tax accounts via INTIME and file final returns, but clearance is not a prerequisite to the $20 online filing.

What vote is needed to dissolve an Indiana LLC?

Under Ind. Code Section 23-18-9-1.1, the default is the affirmative vote of members holding at least two-thirds of the member interests if the operating agreement is silent. This is lower than the unanimous default in most states. Your agreement may set a different threshold, so pull it and document the vote in a written consent. See the Indiana LLC formation page for more context.

Why is the Business Entity Report biennial instead of annual?

Indiana Code 23-0.5-2-13 structures the report on a two-year cycle, so LLCs file every other year rather than annually at $32 online ($50 by paper). Reports are due by the end of the formation-anniversary month in the applicable reporting year, and failure to file leads to administrative dissolution.

What happens if I just stop filing in Indiana?

The Secretary of State administratively dissolves the LLC for failure to file the biennial Business Entity Report. There is no monetary late penalty in Indiana, but administrative dissolution leaves the LLC in limbo until the state processes it and reinstatement costs more than a $20 voluntary dissolution would have. File while the entity is still in good standing.

Do I need to notify the IRS?

Yes. File a final federal return marked as the final return (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if taxed as a corporation), file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by writing to the IRS. The IRS close-a-business page covers the federal checklist.

Dissolve an Indiana LLC: $20 online, $30 by mail

$30 Filing fee Articles of Dissolution (State Form 49465)

Online or mail Filing path No paid expedite

2 business days online Approval time

Not required Tax clearance

The quick read on dissolving a Indiana LLC

At $30, Indiana's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Indiana accepts the dissolution filing online or mail, with online approvals in about 2 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Indiana filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in Indiana

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

Member vote to dissolve
Indiana's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
File the Articles of Dissolution (State Form 49465) with Indiana Secretary of State, Business Services Division
Filing fee is $30. Online filing is available through the state portal. Mail filings are accepted.
Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in Indiana

Start with the member vote. Under Ind. Code Section 23-18-9-1.1, the default is the affirmative vote of members holding at least two-thirds of the member interests if the operating agreement is silent. This is a lower threshold than most states, but your agreement may still override it. Document the vote in a written consent.

File the Articles of Dissolution (State Form 49465) with the Secretary of State through INBiz at inbiz.in.gov. Online filings cost $20 and typically process in 1 to 2 business days; mailed paper filings cost $30 and take 10 to 14 business days. Indiana does not offer a paid expedited tier, but online processing is already fast enough that the difference rarely matters.

Close the state tax side separately. The Indiana Department of Revenue does not require a tax clearance certificate, but the LLC still needs to close sales tax, withholding, and corporate income tax accounts via the Indiana Taxpayer Information Management Engine (INTIME) and file final returns. Close the federal side last with a final federal return marked "final," IRS Form 966 if taxed as a corporation, and a written EIN closure request.

What a clean Indiana dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Indiana LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component	Amount	Notes
Base Secretary of State filing	$30	Filed with Indiana Secretary of State, Business Services Division
Final federal return (DIY)	Free	Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any)	$10 to $125 per state	Each state where you qualified as foreign LLC

How Indiana compares to other states

At $30, Indiana's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Indiana sits at #26 from cheapest to most expensive.

Filing path matters as much as the fee. Indiana's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Indiana does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.

Requirements at a glance

Tax clearance required No clearance step required by state

Public notice required No publication requirement

Member vote standard per operating agreement

per operating agreement

Attorney required DIY filing permitted

Online filing https://inbiz.in.gov/

Yes

Mail filing Secretary of State, Business Services Division, 302 W. Washington Street, Room E018, Indianapolis, IN 46204

Yes

Common pitfalls

The most common Indiana trap is the unusual two-thirds member vote default. Most states default to unanimous consent under silent operating agreements. Indiana defaults to two-thirds under Ind. Code Section 23-18-9-1.1, which means a single dissenting minority member cannot block dissolution if the LLC had no written agreement. Pull the operating agreement anyway and follow whatever threshold it specifies, because most negotiated agreements override both defaults.

The second pitfall is the biennial Business Entity Report cycle. Indiana LLCs file a $32 report every two years (not annually), and the report is due by the end of the formation-anniversary month in the applicable reporting year. There is no monetary late penalty in Indiana, but failure to file leads to administrative dissolution. If the dissolution is filed close to the biennial deadline, double-check whether the current cycle's report is due; otherwise the LLC may be in the process of administrative dissolution even while a voluntary filing is pending.

What happens after the state accepts your filing

Once the Secretary of State accepts the Articles of Dissolution, the LLC is dissolved under the Indiana Business Flexibility Act and the entity name is released. The $32 biennial Business Entity Report obligation stops. Members should complete winding up, pay creditors, and distribute remaining assets. File the LLC's final federal return for the year of dissolution, close the EIN with the IRS, and close any DOR tax accounts separately. Creditor claims survive under Ind. Code Section 23-18-9-5 for up to two years after publication of a notice to creditors, or five years for unknown claims, so keep records accessible through that window.

Documents and filings checklist

Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
Articles of Dissolution (State Form 49465)
Filed with $30 fee at Indiana Secretary of State, Business Services Division. Form PDF.
Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Indiana Secretary of State, Business Services Division

Website: www.in.gov/sos/business
Phone: (317) 232-6576
Email: inbiz@sos.in.gov
Mail: Business Services Division, 302 W. Washington Street, Room E018, Indianapolis, IN 46204
Office: Indiana Statehouse, 200 W. Washington Street, Room 201, Indianapolis, IN 46204
Hours: 8:00 AM to 4:30 PM Eastern, Monday to Friday

Frequently Asked Questions

How much does it cost to dissolve an Indiana LLC?

The Articles of Dissolution filing fee is $20 online through INBiz, or $30 by mail to the Business Services Division in Indianapolis. Indiana does not offer a paid expedited tier. If the biennial Business Entity Report is unfiled, that $32 is still owed before the LLC fully clears, though there is no monetary late penalty.
How long does Indiana LLC dissolution take?

Online filings through INBiz process in 1 to 2 business days; paper filings mailed to Indianapolis take 10 to 14 business days. Indiana does not offer a paid expedited service, so online submission is the fastest available path. Plan on under a week for the standard online route.
Do I need a tax clearance certificate in Indiana?

No. The Indiana Department of Revenue does not issue or require a tax clearance certificate before the Secretary of State will accept Articles of Dissolution. You still need to close sales tax, withholding, and corporate income tax accounts via INTIME and file final returns, but clearance is not a prerequisite to the $20 online filing.
What vote is needed to dissolve an Indiana LLC?

Under Ind. Code Section 23-18-9-1.1, the default is the affirmative vote of members holding at least two-thirds of the member interests if the operating agreement is silent. This is lower than the unanimous default in most states. Your agreement may set a different threshold, so pull it and document the vote in a written consent. See the Indiana LLC formation page for more context.
Why is the Business Entity Report biennial instead of annual?

Indiana Code 23-0.5-2-13 structures the report on a two-year cycle, so LLCs file every other year rather than annually at $32 online ($50 by paper). Reports are due by the end of the formation-anniversary month in the applicable reporting year, and failure to file leads to administrative dissolution.
What happens if I just stop filing in Indiana?

The Secretary of State administratively dissolves the LLC for failure to file the biennial Business Entity Report. There is no monetary late penalty in Indiana, but administrative dissolution leaves the LLC in limbo until the state processes it and reinstatement costs more than a $20 voluntary dissolution would have. File while the entity is still in good standing.
Do I need to notify the IRS?

Yes. File a final federal return marked as the final return (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if taxed as a corporation), file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by writing to the IRS. The IRS close-a-business page covers the federal checklist.
How long does LLC dissolution take in Indiana?

Online filings are processed in about 2 business days through the state portal. Mail filings take about 14 business days once received.
Can I file the Articles of Dissolution (State Form 49465) online?

Yes. Indiana accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
What vote is required to dissolve a Indiana LLC?

Indiana's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
Does dissolution close my federal tax obligations?

No. The Indiana Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
Will my LLC name become available for someone else to use after dissolution?

In most cases yes. Indiana typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

Indiana LLC formationOpen the Indiana LLC guide →
All dissolution guidesBack to dissolution hub →
IRS close-a-business checklistFederal side of closing an LLC →

Sources

Filing fee: www.in.gov/sos/business/fees-and-forms/ · verified April 21, 2026
Indiana Secretary of State Business Services Fees. LLC Articles of Dissolution filing fee is $30 paper, $20 online. Authority: Ind. Code Section 23-18-9-1.1.
File online: inbiz.in.gov/ · verified April 21, 2026
INBiz portal accepts LLC Articles of Dissolution filings. Online filing fee is $20 with typical processing of 1 to 2 business days; paper filings are $30 and take 10 to 14 business days.
Tax clearance required: www.in.gov/dor/business-tax/closing-your-business/ · verified April 21, 2026
Indiana Department of Revenue does not require a tax clearance certificate before the Secretary of State accepts Articles of Dissolution. The LLC must close its tax accounts (sales, withholding, corporate) via the Indiana Taxpayer Information Management Engine (INTIME) and file final returns.
Member vote standard: iga.in.gov/laws/2023/ic/titles/23#23-18-9 · verified April 21, 2026
Ind. Code Section 23-18-9-1.1 (Indiana Business Flexibility Act). LLC dissolves upon events specified in the operating agreement or by the affirmative vote of members holding at least two-thirds of the member interests if the operating agreement is silent.
Expedited: www.in.gov/sos/business/fees-and-forms/ · verified April 21, 2026
Indiana Secretary of State does not offer paid expedited processing for LLC dissolution filings. Online filings through INBiz are the fastest option.
Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist covers final federal returns and EIN account closure.

Legal Disclaimer: FreeNetLaw provides general legal information, not legal advice. The information on this site is not a substitute for consultation with a licensed attorney. Laws vary by jurisdiction and change frequently. Always verify information with official sources and consult a qualified attorney for advice about your specific situation.

How to dissolve an Indiana LLC