What happens if your Indiana LLC misses its Business Entity Report, and how to reinstate it
Indiana’s own word for it: “Administratively dissolved”. Time limit to get back: 5 years (later: a discretionary paper request). Tax clearance: Required (Department of Revenue Certificate of Clearance).
Checked against the Indiana Secretary of State, September 2026.
- What Indiana calls it
- “Administratively dissolved”
- Tax clearance
- Required(Department of Revenue Certificate of Clearance)
- Time limit to get back
- 5 years (later: a discretionary paper request)
How it unfolds in Indiana
- MissedBusiness Entity Report
- Status“Administratively dissolved”
- The way backApplication for Reinstatement (State Form 4160) with the Business Entity Report
Indiana Secretary of State (Business Services Division, via INBiz)
What does Indiana call a company that missed its filings?
“administratively dissolved” (domestic filing entities; the Secretary of State signs a “certificate of administrative dissolution”). Foreign entities are “revoked” (out of scope).
What triggers it in Indiana?
The LLC does not: pay any fee, tax, interest or penalty within 60 days after it is due; deliver its biennial report (the business entity report) within 60 days after it is due; have an Indiana registered agent for 60 consecutive days; or notify the Secretary of State within 60 days of a change or resignation of its registered agent or a change or discontinuance of its registered office.
Before it happens
The Secretary of State gives the entity written notice of the grounds (unless service on the registered agent has already failed and no principal-office address is on record). If the entity does not cure, or show that the grounds do not exist, within 60 days after receiving the notice, the Secretary of State signs and files a certificate of administrative dissolution.
How do you reinstate a Indiana LLC?
Application for Reinstatement (State Form 4160) plus a Business Entity Report (State Form 48725) covering the missed years (a single report with fees for each year owed is accepted) and a Certificate of Clearance from the Department of Revenue. The SOS recommends filing online through INBiz; paper filings are mailed or hand-delivered to the Business Services Division with all items together.
Where to file
Indiana Secretary of State, Business Services Division (online via INBiz, or paper to 302 W. Washington Street, Room E-018, Indianapolis).
Missed filings and fees
Yes. The entity must pay all fees, taxes, interest and penalties that were due to the Secretary of State at dissolution and that would have come due while it was dissolved. In practice that means filing the Business Entity Report and paying the report fee for every year owed, plus a reinstatement fee.
Is there a deadline to reinstate a Indiana LLC?
Five years. An administratively dissolved domestic entity may apply for reinstatement no later than five years after the effective date of dissolution. Since the 2025 amendment, an entity dissolved for more than five years may still ask the Secretary of State for permission to reinstate. That request must be filed on paper, with a statement of why reinstatement is sought and the entity’s intended future activities, and a notarized affidavit is required if the filer is not a listed governing person. Such a request may be granted but is not automatic.
After that
After five years, reinstatement is no longer a right. The entity must file a paper request with the Secretary of State explaining why reinstatement is sought and its intended future activities (plus a notarized affidavit if the filer is not a listed governing person), and the Secretary of State may grant it.
Do you need tax clearance in Indiana?
Required
Yes. The application must include a certificate of clearance from the Indiana Department of Revenue stating that taxes owed by the entity have been paid. To get one, file the AD-19 Affidavit for Reinstatement (State Form 49514) and the ROC-1 responsible-officer form with the Department of Revenue. Processing takes about four weeks, and nothing may be submitted to the SOS until the certificate is in hand.
What happens to the company name meanwhile?
Yes, for a limited period. The Secretary of State holds the name of an administratively dissolved domestic filing entity for 120 days. A new filer’s name only has to be distinguishable from entities that have not been dissolved for more than 120 days. After that the name is available to others, and the reinstatement application may state a different name that satisfies IC 23-0.5-3-1.
What changes once it is fixed?
Reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the entity resumes its activities and affairs as if the administrative dissolution had never occurred. Rights of persons who relied on the dissolution before knowing of the reinstatement are not affected. While dissolved, the entity continues to exist but may only wind up or apply for reinstatement, and its registered agent’s authority continues.
What changes for corporations in Indiana?
No material difference found. IC 23-0.5-6 applies to every domestic filing entity (corporations, LLCs, LPs, LLPs, nonprofits), replacing the former separate corporation (IC 23-1-46) and LLC (IC 23-18-10) provisions. Corporations use the same Application for Reinstatement (SF 4160), Certificate of Clearance, five-year rule and ‘administratively dissolved’ term.
What should you file first?
Start with the tax clearance: where Indiana requires one, the reinstatement has to include it or wait for it. Then file, with the missed filings and fees described above.
Tax clearance
Required (Department of Revenue Certificate of Clearance)
The filing
Application for Reinstatement (State Form 4160) with the Business Entity Report
Where it goes
Indiana Secretary of State, Business Services Division (online via INBiz, or paper to 302 W. Washington Street, Room E-018, Indianapolis).
What does Indiana ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization (filed on INBiz) | At formation | N/A |
| Business Entity Report | Indiana Business Entity Report (State Form 48725; filed on INBiz or by paper) | Every other year, by the end of the month the business was formed or registered; the first report is due two years after registering | Failing to file results in administrative dissolution for Indiana businesses or revocation for foreign businesses, and reinstatement first requires a tax clearance from the Department of Revenue that takes weeks |
| Change of registered agent or registered office | Change of Registered Agent/Office (filed through INBiz) | When the agent or office changes | N/A |
From the same Indiana record as the Indiana registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Indiana deadline in your calendar with the compliance calendar, or see what Indiana requires of your registered agent.
Which Indiana laws govern it?
IC 23-0.5-6-1 (grounds), 23-0.5-6-2 (procedure), 23-0.5-6-3 (reinstatement and effect) and 23-0.5-6-4 (denial and appeal), part of Indiana’s Uniform Business Organizations Administrative Provisions (the ‘HUB’), which applies to all domestic filing entities including LLCs. It replaced the former LLC-specific provision IC 23-18-10-4.
Sources, checked September 2026:
- Indiana Secretary of State, Business Services Division— IC 23-0.5-6-1 to -4
- Indiana Secretary of State, Business Services Division— IC 23-0.5-6-2(b); SOS Reinstatement Directions
- Indiana Secretary of State, Business Services Division— IC 23-0.5-6-1
- Indiana Secretary of State, Business Services Division— IC 23-0.5-6-2(a)-(b)
- Indiana Secretary of State, Business Services Division— SOS Reinstatement page; Reinstatement Directions (All Entities)
- Indiana Secretary of State, Business Services Division— Reinstatement Directions (All Entities)
- Indiana Secretary of State, Business Services Division— IC 23-0.5-6-3(a)(5); SOS Reinstatement Directions Step 1-2
- Indiana Secretary of State, Business Services Division— IC 23-0.5-6-3(b); Reinstatement Directions Step 4-5
- Indiana Secretary of State, Business Services Division— IC 23-0.5-3-1(a)(2) and Official Comment 4; IC 23-0.5-6-3(a)(1)
- Indiana Secretary of State, Business Services Division— IC 23-0.5-6-3(a) (as amended by HEA 1593-2025); SOS Reinstatement page
- Indiana Secretary of State, Business Services Division— SOS Reinstatement page
- Indiana Secretary of State, Business Services Division— IC 23-0.5-6-2(c)-(d); 23-0.5-6-3(d)
- Indiana Secretary of State, Business Services Division— IC 23-0.5-6-1 to -3 and Comments
Checked against the Indiana Secretary of State (Business Services Division, via INBiz) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Indiana
Behind on a Indiana filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Indiana Secretary of State, and state fees are confirmed with you before anything is filed.