On January 1, 2018, Indiana adopted the Uniform Business Organizations Act (UBOA)—Senate Enrolled Act 443, as amended by Senate Enrolled Act 180. The statute represents a significant change to many of the provisions governing Indiana’s domestic and foreign corporations, LLCs, and other business entities (referred to in the UBOA as “domestic filing entities” and “registered foreign entities”).
One of the areas of law that received a substantial rewrite is the reinstatement of administratively dissolved and administratively revoked business entities. This article will briefly review Indiana’s new reinstatement law.
The new five year reinstatement period
Sec. 23-0.5-6-3 of the UBOA provides that a domestic filing entity that was administratively dissolved under this Act or the previous law may apply to the Secretary of State for reinstatement not later than five years after the effective date of dissolution.
Sec. 23-0.5-5-12 of the UBOA provides that a registered foreign entity that was administratively revoked may apply to the Secretary of State for reinstatement not later than five years after the effective date of the revocation.
CT Tip: In general, grounds for administrative dissolution or revocation include failing to pay taxes, file a biennial report, maintain a registered agent and office, or notify the state of a change of registered agent and office within the statutory time limits.
The reinstatement procedure
To be reinstated, an Application for Reinstatement must be filed that contains, among other information, the effective date of the administrative dissolution or revocation, that the grounds for dissolution or revocation did not exist or have been cured or eliminated, and that the entity’s name meets the requirements of Indiana law.
In addition,
- a Certificate of Clearance from the Indiana Department of Revenue reciting that taxes owed by the entity have been paid must be included with the Application;
- a completed Business Entity Report must be filed with the Application; and
- a foreign entity must submit a Certificate of Existence issued within the last 60 days by the proper authority in the home jurisdiction.
The effect of reinstatement
When the reinstatement is effective, it relates back to and takes effect as of the effective date of the dissolution or revocation. A domestic filing entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred, and a foreign entity resumes carrying on its business as if the revocation of the entity’s registration had never occurred.
The one-time exception for entities dissolved or revoked more than five years
In addition to the statutory changes, the Indiana Secretary of State’s office announced that it will accept Applications for Reinstatement for business entities that have been administratively dissolved or revoked for more than five years if they submit their Application for Reinstatement, along with the accompanying documents, to the Secretary of State’s office no later than July 31, 2018.
This is a one-time offer. Entities dissolved more than five years that fail to apply by the July 31 deadline will no longer be eligible for reinstatement.
Be sure to apply for a certificate of clearance in time
The Secretary of State also advised that it takes the Department of Revenue between four to six weeks to generate the Certificate of Clearance that is required to be submitted along with the Application for Reinstatement.
Therefore, business entities that have been dissolved or revoked for more than five years and must file their Application for Registration before July 31 to take advantage of the one-time exception, should not delay in making the request for a Certificate of Clearance. Business entities that have been dissolved or revoked less than five years should also keep the four-to-six week processing period in mind as they approach the end of the five-year dissolution or revocation period.
If assistance is needed in reinstating an Indiana domestic or foreign entity, please contact your CT representative.