Typical Reinstatement Requirements

If a Foreign or Domestic business entity does not comply with the various reporting and compliance requirements in Indiana, then the Secretary of State will typically respond by administratively dissolving that entity. In order to reinstate the entity to legally conduct business in Indiana, the dissolved entity must comply with the requirements of Indiana Code § 23-0.5-6-3 and file for reinstatement within five (5) years of the date of dissolution.

The reinstatement application requires that the dissolved entity also:

Pay all fees, taxes, interest, and penalties (“Fees”) that were due to the Secretary of State at the time of dissolution, and all Fees that would have been due while the business was dissolved;
Obtain a certificate of clearance from the Indiana Department of Revenue reciting that taxes have been paid; and
Submit an Affidavit for Reinstatement.

Suspension of Reinstatement Requirements

On April 23, 2020, Governor Holcomb issued Executive Order 20-23 which suspends the requirements of Indiana Code § 23-0.5-6-3 pertaining to the five (5) year limitation on reinstatement and the requirement to obtain a certificate of clearance from the Department of Revenue. This step was taken to allow Indiana businesses to apply and qualify for various government assistance programs including the Paycheck Protection Program and the Economic Injury Disaster Loans. While there is no expiration date stated in the Executive Order, the suspension of these requirements will undoubtedly be lifted at some point in the future.

Next Steps

While the Executive Order is in effect, the cost to reinstate an administratively dissolved business entity has been reduced and there is no time limitation for reinstatement. Even if it has been more than five (5) years since your entity has been administratively dissolved, you may still apply for reinstatement while the Executive Order is in effect. Ensuring your business entity is active and compliant with the Indiana Secretary of State not only provides additional protections for your personal liability, but allows your business to qualify for the multiple Government assistance programs available for relief from the current COVID-19 crisis. If your business has been administratively dissolved, now is the time to act and file for reinstatement.

More Information

Additional information can be found by viewing the Executive Order.

If you have any questions related to this content, please contact either of us or your Rothberg attorney.

Thomas B. Trent, Partner｜[email protected]
Phillip W. Smith II, Associate

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Legal Alert: Indiana Suspends Business Reinstatement Requirements