Indiana Code
Chapter 10. Penalties and Interest
6-8.1-10-9. Dissolution, Liquidation, or Withdrawal of Corporation; Notification; Clearance

Sec. 9. (a) As used in this section:
(1) "Dissolution" refers to dissolution of a corporation under IC 23-0.5-6, IC 23-1-45, IC 23-1-47, IC 23-1-48, or IC 23-17-24.
(2) "Liquidation" means the operation or act of winding up a corporation's affairs, when normal business activities have ceased, by settling its debts and realizing upon and distributing its assets.
(3) "Withdrawal" refers to the withdrawal of a foreign corporation from Indiana under IC 23-0.5-5-7.
(b) The officers and directors of a corporation effecting dissolution, liquidation, or withdrawal shall do the following:
(1) File all necessary tax returns in a timely manner as required by this title.
(2) Make all tax payments due or determined due to the department or a county treasurer in a timely manner as required by this title.
(3) File with the department a form of notification within thirty (30) days of the issuance of a certificate of dissolution, decree of dissolution, the adoption of a resolution or plan, or the filing of a statement of withdrawal. The form of notification shall be prescribed by the department and may require information concerning:
(A) the corporation's assets;
(B) the corporation's liabilities;
(C) details of the plan or resolution;
(D) the names and addresses of corporate officers, directors, and shareholders;
(E) a copy of the minutes of the shareholders' meeting at which the plan or resolution was formally adopted; and
(F) such other information as the department may require.
The department may accept, in lieu of its own form of notification, a copy of Form 966 that the corporation filed with the Internal Revenue Service.
(c) Unless a clearance is issued under subsection (g), for a period of one (1) year following the filing of the form of notification with the department, or the filing of all necessary tax returns as required by this title, including the final tax return, whichever is later, the corporate officers and directors remain personally liable, subject to IC 23-1-35-1(e) or IC 23-17, for any acts or omissions that result in the distribution of corporate assets in violation of the interests of the state or a political subdivision (as defined in IC 36-1-2-13). An officer or director held liable for an unlawful distribution under this subsection is entitled to contribution:
(1) from every other director who voted for or assented to the distribution, subject to IC 23-1-35-1(e) or IC 23-17; and
(2) from each shareholder for the amount the shareholder accepted.
(d) The corporation's officers' and directors' personal liability includes all taxes, penalties, interest, and fees associated with the collection of the liability due the department or the county. In addition to the penalties provided elsewhere in this title, a penalty of up to thirty percent (30%) of the unpaid tax may be imposed on the corporate officers and directors for failure to take reasonable steps to set aside corporate assets to meet the liability due the department or the county.
(e) If the department or the county treasurer fails to begin a collection action against a corporate officer or director within the period prescribed by subsection (c), the personal liability of the corporate officer or director expires. The filing of a substantially blank form of notification or a form containing misrepresentation of material facts does not constitute filing a form of notification for the purpose of determining the period of personal liability of the officers and directors of the corporation.
(f) In addition to the remedies contained in this section, the department or county treasurer is entitled to pursue corporate assets that have been distributed to shareholders in violation of the interests of the state or political subdivision. The election to pursue one (1) remedy does not foreclose the state's or the county's option to pursue other legal remedies.
(g) The department may issue a clearance to a corporation effecting dissolution, liquidation, or withdrawal if:
(1) the officers and directors of the corporation have met the requirements of subsections (b) through (c); and
(2) request for the clearance is made in writing by the officers and directors of the corporation within thirty (30) days after the filing of the form of notification with the department.
(h) The issuance of a clearance by the department under subsection (g) releases the officers and directors from personal liability under this section.
(i) This section does not limit the liability of a responsible corporate officer for withheld income taxes or collected gross retail taxes.
As added by P.L.107-1987, SEC.1. Amended by P.L.73-1988, SEC.1; P.L.179-1991, SEC.11; P.L.118-2017, SEC.2.