How to Reinstate an LLC in Indiana: A Five-Year Window, a 120-Day Name

Updated August 24, 2026. Quick answer: Indiana administratively dissolves an LLC for missing a biennial report, an unpaid fee, or a lapsed registered agent, each after a 60-day cure period. Reinstatement is filed with the Secretary of State (State Form 4160) for $20 online or $30 on paper, plus a Certificate of Clearance from the Department of Revenue and every fee that piled up while dissolved. The application deadline reads as five years, and even that isn’t a hard wall: late applicants can still apply with an added explanation. The real clock is shorter: Indiana only protects a dissolved LLC’s name for 120 days. Reinstate after that and the name may already belong to someone else.

The reinstatement clock: five years, and even that bends

The Secretary of State can start administrative dissolution if an LLC misses a fee, tax, interest, or penalty payment for more than 60 days past due, or lets a biennial report go more than 60 days late, or goes without a registered agent, or fails to notify the office of a registered agent change, resignation, or discontinued office. Every one of these grounds is procedural, not substantive: Indiana does not dissolve an LLC for how it runs its business, only for falling behind on the paperwork that keeps the state’s records current.

Before dissolution becomes final, the entity gets notice and a chance to fix the problem. If a domestic filing entity does not cure or demonstrate the ground does not exist within 60 days after that notice, the Secretary of State signs a certificate of administrative dissolution reciting the grounds and the effective date. Once dissolved, an LLC applies for reinstatement under IC 23-0.5-6-3.

“Sec. 1. The secretary of state may commence a proceeding under section 2 of this chapter to dissolve a domestic filing entity administratively if the entity does not: … (2) deliver a biennial report to the secretary of state not later than sixty (60) days after it is due;”

IC 23-0.5-6-1

“(a) Except as provided in subsection (b), a domestic filing entity that is dissolved administratively under IC 23-1-46 (before its repeal), IC 23-17-23 (before its repeal), IC 23-18-10-4 (before its repeal), or section 2 of this chapter may apply to the secretary of state for reinstatement not later than five (5) years after the effective date of dissolution.”

IC 23-0.5-6-3(a)

Miss five years and the door still isn’t shut: subsection (b) allows an application ‘more than five (5) years after the effective date of dissolution,’ but it must add a statement of the reason reinstatement is being requested and the entity’s intended future activities. It is a heavier filing, not a deadline.

While an LLC sits dissolved, it does not disappear. The entity continues to exist as the same type of entity, but it may not carry on activities except to apply for reinstatement or to wind up its affairs and liquidate its assets: collecting receivables, paying known debts, and notifying claimants, not signing new leases or taking on new clients. One thing that does not lapse: the administrative dissolution of a domestic filing entity does not terminate the authority of its registered agent, so service of process still reaches the company even while it is dissolved.

The real deadline is the name, not the filing window

Indiana’s name-distinguishability rule carves out a specific grace period for a dissolved entity’s name, and it is much shorter than the reinstatement window.

“name of a domestic filing entity that has not been administratively dissolved for more than one hundred twenty (120) days;”

IC 23-0.5-3-1(a)(2)

“In the case of an entity that files an application for reinstatement not more than one hundred twenty (120) days after the effective date of a dissolution under IC 23-0.5-6 .”

IC 23-0.5-3-1(d)(3)

Reinstate inside 120 days and the name is automatically yours again. Wait longer, even while comfortably inside the five-year reinstatement window, and another entity can lawfully register the same or an indistinguishable name. The state’s own reinstatement instructions tell filers to check name availability on INBiz before submitting, and to attach Articles of Amendment to change the name if it is no longer available.

This is easy to miss precisely because the two clocks are presented so differently in practice. Nothing about the reinstatement process forces a filer to think about the name until the last step, when the form itself surfaces the problem: it asks whether the entity’s name is still available and, if not, requires an amendment before the reinstatement can go through. A company that assumed it had five years of breathing room can find itself needing to rename before it can legally resume operating under any name at all.

The 120-day figure is not a separate deadline layered on top of reinstatement: it lives inside the general rule that determines whether one entity’s name conflicts with another’s on the Secretary of State’s records. Outside that window, a dissolved LLC’s old name is simply not counted as a blocking name anymore, the same way an expired reservation or a withdrawn foreign registration stops blocking a name. Nothing about the underlying business changes on day 121; only the name’s legal protection does.

What it costs: a small form fee, plus everything owed

“The secretary of state shall collect the following fees for filing an application for reinstatement following administrative dissolution or revocation: (1) Twenty dollars ($20) for an electronic filing. (2) Thirty dollars ($30) for filing in a manner other than electronically.”

IC 23-0.5-9-42

“To be reinstated, an entity must pay all fees, taxes, interest, and penalties that were due to the secretary of state at the time of the entity’s administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the secretary of state while the entity was dissolved administratively.”

IC 23-0.5-6-3(d)

The $20-or-$30 figure is only the filing fee for the reinstatement document itself. It is not the total bill. Every biennial report the LLC would have owed during the dissolved period still has to be filed and paid for, on top of whatever fees, taxes, interest, and penalties triggered the dissolution in the first place.

The application also requires a Certificate of Clearance from the Department of Revenue confirming taxes owed have been paid: the Secretary of State will not process reinstatement without it. That clearance is a separate step at a separate agency, so it is worth starting before the reinstatement paperwork itself, since the filing fee and the biennial report fees are due at the same time the application is submitted, not staggered afterward.

Reinstatement erases the gap

“The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.”

IC 23-0.5-6-3(f)(1)

Once the Secretary of State signs off, the LLC’s existence is treated as unbroken: contracts, liability protection, and standing to sue or be sued continue as though the dissolution never happened. The one thing that does not automatically snap back is the name, which is why the 120-day window above matters more than the five-year one.

Relation-back has a limit, though: it does not undo what other people did while the company was dissolved. The rights of a person who acted in reliance on the dissolution before that person knew or had notice of the reinstatement are not affected. If a landlord re-let a space or a lender treated a personal guarantee as active because the LLC showed as dissolved on the public record, reinstatement does not erase that reliance after the fact; it only restores the company going forward.

What you actually file

The Application for Reinstatement (State Form 4160) must include:

• The entity’s name at the time of administrative dissolution, and a new name if the old one is no longer available
• The principal office address and registered agent’s name and address
• The effective date of the administrative dissolution
• A statement that the grounds for dissolution did not exist or have been cured
• A Certificate of Clearance from the Indiana Department of Revenue

Submit the completed form and payment to the Business Services Division at 302 West Washington Street, Room E-018, Indianapolis. A Series LLC cannot apply on its own; the application must come from the Master LLC.

If the person signing the application is not listed as a governing person of the entity in state records, a manager who joined after the LLC went dark, for example, or an accountant handling the cleanup, the application needs a notarized affidavit stating that a governing person authorized that individual to request reinstatement, signed by either a governing person or an attorney representing the entity. If the Secretary of State refuses to file the application, the applicant can petition the circuit or superior court in the county where the entity’s principal office (or, absent one in Indiana, its registered office) is located to compel the filing.

None of this is unusual as reinstatement regimes go: the arrears, the clearance requirement, and the affidavit for non-governing filers are all common features across states. What makes Indiana worth double-checking before assuming a five-year cushion is simply that the name and the entity are governed by two different clocks in two different chapters of the code, and only one of them shows up on the form’s headline deadline. Reading the reinstatement section alone, without also reading the naming chapter it silently depends on, is exactly how that gap gets missed.

What this page does not do

• It does not cover Series LLCs or foreign LLCs registered in Indiana. Series and foreign entities file different or additional documents, and a series cannot apply for reinstatement on the Master LLC’s behalf.
• It does not estimate Department of Revenue clearance turnaround. That timing is set by the Department of Revenue, not the statute quoted here.
• It does not track name-conflict outcomes case by case. Whether a specific name has actually been taken by another filer after 120 days depends on what other businesses filed in the meantime, which this page cannot predict.
• It is not legal advice.

Related: LLC cost in Indiana, dissolve an LLC in Indiana, reinstate an LLC in Ohio, reinstate an LLC in Illinois, LLC annual report requirements by state.

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.