Indiana Foreign Registration / Withdrawing

Withdrawing a foreign LLC from Indiana

An LLC that no longer does business in Indiana ends its registration with a Statement of Withdrawal, which costs $20 online and $30 on paper at the statutory rates. An LLC that registered online and later withdrew has paid $125 in those filings. The statute fixes what the statement says (IC 23-0.5-5-7). Preparing and filing it costs $199 from us.

Withdrawal summary

Details

Who files: A registered foreign entity whose Indiana business has ended
Statute: IC 23-0.5-5-7
Fees: $20 online, $30 otherwise
Signed by: The entity
Optional: An email address for service of process
Filed through: INBiz

What the statement states

Part	Content
1	The entity's name and its jurisdiction of formation
2	That it is not doing business in Indiana and withdraws its registration
3	That the registered agent is released from acting for it
4	An address where service of process may be made after withdrawal
5	A commitment to report any later change in its street address

What you are saying

The statute requires the statement to carry the entity's name and jurisdiction of formation, that it is not doing business in Indiana and withdraws its registration, that it revokes its registered agent's authority to accept service, an address for service of process, and a commitment to report any change in its street address (IC 23-0.5-5-7(a)). By signing, the entity tells the state that its Indiana business is over, that its agent is released, and where claims can still be sent.

The service address matters most

Withdrawal does not end liability for what happened while the entity was registered. In the statute's terms, after withdrawal, service on a claim from the time the entity was registered may be made under IC 23-0.5-4-10 (IC 23-0.5-5-7(c)). The address you give in item 4 therefore has to be one where mail is opened for years. As to email, the statement may also give an email address for service of process, with a commitment to report a change in it (IC 23-0.5-5-7(b)). If you add an email address, you also commit to reporting a change in it.

Before you withdraw

Finish the Indiana work first. File any business entity report that is due, since an overdue one can lead to revocation, and confirm that nothing is owed to the Secretary of State. Taxes are separate: Indiana's reinstatement rules show the Department of Revenue is involved when a registration is revived. What leaving means for your tax position depends on your facts; an Indiana business lawyer or tax adviser can tell you. Then confirm the company really has stopped doing business, because that is what the statement says.

Other ways a registration ends

Not every exit is a withdrawal. Under the Code, a registered foreign entity that has dissolved and finished winding up, or converted to an entity that does not file, must deliver a statement of withdrawal, and a registered entity that merges into another foreign entity delivers a notice and the registration transfers without a gap. An entity that converts into an Indiana filing entity is treated as having canceled its registration on the conversion date. The Secretary of State can also revoke a registration, which the entity report page describes.

Cost and payment

The statute's fee for a statement of withdrawal is $20 electronically and $30 otherwise. The enhanced access fee is set for the foreign registration statement, and we confirm the current total when we file. Because fees are not returned when a record is withdrawn or corrected, read the statement carefully before it goes in.

What the statement does not release

A withdrawal ends the registration and not the company's history in Indiana. Claims arising while it was registered can still be served through the address you give, taxes owed stay owed, and a later return to Indiana means registering again at the full fee. That is why the service address deserves more thought than any other line on the statement.

A worked example

An Ohio LLC finishes a two-year contract in Fort Wayne and has no more Indiana work. Its manager files the last business entity report, confirms that nothing is owed, and chooses the company's Ohio office as the service address. The statement of withdrawal goes in on INBiz at $20. The LLC has now paid $125 in registration and withdrawal fees, plus its report, and has no continuing Indiana filings.

Withdrawing a registration

Confirm the Indiana business has ended
The statement says the entity is not doing business.
File what is due
Any business entity report, and any agent change.
Choose a service address
Somewhere that will receive mail for years.
Sign and file on INBiz
$20 at the statutory rate.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Withdrawal questions

Does withdrawing end the risk of a claim?

No. Claims arising while the entity was registered may still reach it, through your address or the Code's service rules.

Do I need a certificate to withdraw?

The statute does not list one for a statement of withdrawal.

What happens if I skip the withdrawal?

The registration continues, along with the duty to file reports and maintain an agent.

Have us file the withdrawal

Our charge and Indiana's

Register in Indiana

The Foreign Registration Statement (State Form 56369), completed from your answers
A check that your home-state certificate falls inside Indiana's window before the filing goes in
An Indiana registered agent: ours, or the one you use now
The filing sent to the state and the registration record returned to you
Renewal: after the first year, the agent service renews at $149 a year

Indiana

$199

+ $105 Indiana fee, filed online

The state fee is its own line at checkout. Indiana prices a paper filing higher than an online one. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Sources

Ready to register in Indiana?

Tell us where the company was formed and we take it from there.