Dissolution, liquidation, or withdrawal of corporation; notification;
clearance
Sec. 23. (a) As used in this section:
(1) "Dissolution" refers to dissolution of a corporation under
IC 23-1-45 through IC 23-1-48.
(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 23-1-50.
(b) The officers and directors of a corporation effecting
dissolution, liquidation, or withdrawal shall do the following:
(1) File all necessary documents with the department in a timely
manner as required by this article.
(2) Make all payments of contributions and skills 2016 training
assessments under IC 22-4-10.5 to the department in a timely
manner as required by this article.
(3) File with the department a form of notification within thirty
(30) days of the adoption of a resolution or plan. 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 board may require.
The commissioner may accept, in lieu of the department's 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, the corporate officers and directors remain
personally liable, subject to IC 23-1-35-1(e), for any acts or
omissions that result in the distribution of corporate assets in
violation of the interests of the state. 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); and
(2) from each shareholder for the amount the shareholder
accepted.
(d) The corporation's officers' and directors' personal liability
includes all contributions, skills 2016 training assessments, penalties,
interest, and fees associated with the collection of the liability due
the department. In addition to the penalties provided elsewhere in
this article, a penalty of up to thirty percent (30%) of the unpaid
contributions and skills 2016 training assessments 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.
(e) If the department fails to begin a collection action against a
corporate officer or director within one (1) year after the filing of a
completed form of notification with the department, 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 is entitled to pursue corporate assets that have been
distributed to shareholders in violation of the interests of the state.
The election to pursue one (1) remedy does not foreclose the state'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 subsection (b); 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.
As added by P.L.107-1987, SEC.2. Amended by P.L.21-1995,
SEC.127; P.L.290-2001, SEC.31; P.L.1-2002, SEC.93.
Last modified: May 27, 2006