§ 6-8.1-10-9 — Dissolution, liquidation, or withdrawal of corporation; notification; clearance

Indiana § 6-8.1-10-9

• Jurisdiction: Indiana
• Art. 8.1: DEPARTMENT OF STATE REVENUE; TAX
• Ch. 10: Penalties and Interest

Text

(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.

Legislative History

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.