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 23-1-45 through IC 23-1-48, IC 23-17-23, 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 23-1-50 or IC 23-17-26.
(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.
Last modified: May 28, 2006