Fill and Sign the Dissolution Corporation Form

VOLUNTARY CORPORATE DISSOLUTION PACKET: STATE OF INDIANA Electronic Version STATUTORY REFERENCE INDIANA CODE, Title 23, Article 1, Chapter 45, §§23-1-45-1 through 23-1-45-7 INTRODUCTORY NOTES AND LAW SUMMARY THIS FORM PACKAGE DEALS ONLY WITH VOLUNTARY DISSOLUTION OF AN INDIANA CORPORATION. IT DOES NOT ADDRESS “JUDICIAL” OR “ADMINISTRATIVE” DISSOLUTION. An Indiana corporation may be dissolved by a majority of the incorporators or initial directors of a corporation if the corporation has not issued shares or has not commenced business. This is accomplished by filing Articles of dissolution with the Secretary of Sate. A corporation may also be dissolved by shareholder approval of a recommendation to dissolve made by the board of directors. If the directors propose dissolution, the proposal to dissolve must be presented to the shareholders for their approval. For a proposal to dissolve to be adopted: 1. the board of directors must recommend the dissolution (unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for that determination to the shareholders); and 2. the shareholders entitled to vote must approve the proposal to dissolve (unless the articles of incorporation or the board of directors require a greater vote or a vote by voting groups) by a majority of all the votes entitled to be cast. 3. The board of directors may condition its submission of the proposal for dissolution on any basis. 4. Each shareholder, whether entitled to vote or not, must be notified of the shareholders meeting to address the proposal to dissolve in accordance with § 23-1-29-5. The notice of special meeting must include a description of the purpose or purposes for which the meeting is called. After dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution stating: 1. The name of the corporation. 2. The date dissolution was authorized. 3. If dissolution was approved by the shareholders: a. the number of votes entitled to be cast on the proposal to dissolve; and b. either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval. If voting by voting groups is required, the information required must be separately provided for each voting group entitled to vote separately on the plan to dissolve. A corporation is dissolved upon the effective date of its articles of dissolution. A dissolved corporation continues its corporate existence. However, it may not carry on any business except those actions necessary to wind up and liquidate the corporation's business and affairs, including: 1. collecting its assets; 2. disposing of its properties that will not be distributed in kind to its shareholders; 3. discharging or making provision for discharging its liabilities; 4. distributing its remaining property among its shareholders according to their interests; and 5. doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a corporation does not: 1. transfer title to the corporation's property; 2. prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; 3. subject its directors or officers to standards of conduct different from those prescribed in the Indiana Business Corporation Law; 4. change quorum or voting requirements for its board of directors or shareholders; provisions for selection, resignation, or removal of its directors, or officers, or both; or provisions for amending its bylaws; 5. prevent commencement of a proceeding by or against the corporation in its corporate name; 6. abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or 7. terminate the authority of the registered agent of the corporation. A dissolved corporation may dispose of the known claims against it by following this statutory procedure: 1. The dissolved corporation must notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must: a. specify the amount that the dissolved corporation believes will satisfy the claim; b. the procedure for disputing the amount of the claim; c. provide a mailing address where a dispute of the amount of the claim may be sent; d. state the deadline, which may not be fewer than sixty (60) days after the effective date of the written notice, by which the dissolved corporation must receive the dispute of the amount of the claim; and e. state that the claim will be fixed at the amount specified by the dissolved corporation if a dispute of the amount of the claim is not received by the deadline. 2. If the amount of the claim is disputed, the claimant must notify the dissolved corporation of the dispute by the deadline. If the dissolved corporation rejects the disputed amount, the claimant must commence a proceeding to enforce the claim within ninety (90) days after the effective date of the dissolved corporation's rejection notice. 3. The amount of the claim is fixed if a claimant does not notify the dissolved corporation by the deadline; or a claimant who has notified the dissolved corporation of a dispute and has received a rejection notice does not commence a proceeding within ninety (90) days from the effective date of the rejection notice. 4. Regardless of a dispute in the amount of the claim, the dissolved corporation must tender to the claimant the amount of the claim as set forth by the dissolved corporation in the notice of claim within thirty (30) days after the earliest of the date that the claim becomes fixed or the date that the claimant commences the proceeding to enforce the claim. "Claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must: 1. be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in Indiana, its registered office) is or was last located; 2. describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and 3. state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice. If the dissolved corporation publishes a newspaper notice in accordance with the statute, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim within two (2) years after the publication date of the newspaper notice: 1. A claimant who did not receive written notice under section 6 of this chapter. 2. A claimant whose claim was timely sent to the dissolved corporation but not acted on. 3. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. A claim may be enforced against a dissolved corporation, to the extent of its undistributed assets or, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less. A shareholder's total liability for all claims against a dissolved corporation cannot exceed the total amount of assets distributed to the shareholder. A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by filing articles of revocation of dissolution with the Secretary of State. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred. THIS FORM PACKAGE DOES NOT ADDRESS REVOCATION OF DISSOLUTION. SPECIAL NOTICE Notice of Voluntary Dissolution must be filed with these State agencies: Indiana Department of Revenue Compliance Division 100 N Senate Ave, Room N203 Indianapolis IN 46204 Telephone: (317) 232-2118 Indiana Department of Workforce Development Employer Audit Section 10 N Senate Ave Indianapolis, IN 46204 Telephone: (317) 232-7436 Indiana Attorney General Unclaimed Property 402 W Washington St 5th Floor Indianapolis IN 46204 Telephone: (317) 232-6348 STEPS AND GUIDELINES TO DISSOLVE AN INDIANA CORPORATION Step 1: DECISION TO DISSOLVE (By Incorporators or Initial Directors) If the corporation has not issued any shares or has not commenced business, then it may be dissolved by the Incorporators or initial Directors. If this is the case, then go to Step 3 below. Step 2: DECISION TO DISSOLVE (By Board and Shareholders) A. If the decision to dissolve the corporation is made by the Board, then: 1. A majority of the Board must adopt a resolution that the corporation should be dissolved at any meeting called for that purpose. 2. A notice shall be mailed to all shareholders advising the shareholders of the Board's action and setting a time and place of a meeting to take action on the Board's resolution. 3. At the meeting a vote must be taken on the Board's resolution. 4. If a majority of the stockholders (or such number as may be required by the Articles of Incorporation or the By-Laws) entitled to vote approve the Board's action, then Articles of Dissolution may be filed with the Secretary of State. SEE FORM 1 - RESOLUTION OF DIRECTORS SEE FORM 2 - NOTICE OF SPECIAL MEETING B. If the decision to dissolve the corporation is made by all of the stockholders entitled to vote , then: 1. All of the stockholders entitled to vote must consent in writing to the dissolution of the corporation. 2. If all of the stockholders entitled to vote sign the written consent, then Articles of Dissolution are filed with the Secretary of State. 3. The written consent should be filed with the Articles of Dissolution. SEE FORM 3 - WRITTEN CONSENT OF STOCKHOLDERS Step 3: SEE FORM 4 - ARTICLES OF DISSOLUTION If the corporation is dissolving before issuing shares or starting business, by a decision of the Incorporators or initial Directors, use Form 4a (download below). If the corporation is dissolving AFTER issuing shares and beginning business, by a vote of (or unanimous written agreement by) the shareholders, use Form 4b (download below).  File the original and one copy of the Articles of Dissolution.  The filing fee is $30.00. Mail the original and one copy of the Articles of Dissolution and the $5.00 filing fee (Make check payable to Secretary of State) to: Secretary of State 302 West Washington Street, Room E018 Indianapolis, Indiana 46204 Telephone (317) 232-6576 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 5 - TRANSMITTAL LETTER Step 5: You should now proceed with "winding up" the affairs of the corporation. SEE INTRODUCTORY NOTES FOR DETAILS. Step 6: SEE FORM 6 - NOTICE TO CLAIMANTS This notice should be mailed to all known creditors of the corporation. Step 7: SEE FORM 7 - NOTICE TO CLAIMANTS (For Publication) This Notice should be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in Indiana, its registered office) is or was last located. Step 7: File a Notice of Dissolution (a copy of the Articles of Dissolution should be sufficient) with the agencies listed in the Introduction above. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM 1 RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _______________________________________________________________, an Indiana corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM 2 NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of _______________________________________________________________, an Indiana corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM 3 WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, an Indiana corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder Forms 4a & 4b – use only one, as appropriate. See instructions, above. FORM 4a ARTICLES OF DISSOLUTION (By incorporators or initial directors) Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/IN/IN-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. * * * FORM 4b ARTICLES OF DISSOLUTION (After issuing shares and commencing business) http://www.uslegalforms.com/dissolution/IN/IN-Diss.pdf Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 5 SAMPLE TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State 302 West Washington Street, Room E018 Indianapolis, Indiana 46204 Re: Articles of Dissolution Dear Sir: Enclosed please find an original and one copy of Articles of Dissolution and the filing fee of $30.00. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM 6 NOTICE TO CLAIMANTS NOTICE TO CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, ____________________________________________________________________, an Indiana corporation, filed Articles of Dissolution with the Secretary of State. The corporation contends that your claim against it is $ __________________________. You have until _________________________________________________ (60 days from the date of this Notice) to dispute this amount. Disputes as to claims should be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOUR CLAIM WILL BE FIXED AT THE AMOUNT SET OUT ABOVE IF A DISPUTE OF THE CLAIM IS NOT RECEIVED BY THE DEADLINE. Name of Corporation: ___________________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 7 NOTICE TO CLAIMANTS (For Publication) NOTICE TO CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, ____________________________________________________________________, an Indiana corporation, filed Articles of Dissolution with the Secretary of State. You may be able to assert a claim against the corporation. You must submit your claim and any documentation in support of the claim to the corporation at this address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOUR CLAIM WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE CLAIM IS NOT COMMENCED WITHIN TWO YEARS AFTER THE PUBLICATION OF THIS NOTICE. Name of Corporation: ___________________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________