Indiana § 8-1-13-21 - Dissolution of corporation

Full text of Indiana Indiana Code § 8-1-13-21 — Dissolution of corporation, with citation guidance and answers to common questions.

§ 8-1-13-21. Dissolution of corporation

Sec. 21. Any corporation created under this chapter may be dissolved by filing in the office of the secretary of state articles of dissolution which shall be entitled and indorsed "Articles of dissolution of ____________" (the blank space being filled in with the name of the corporation) and shall state:

(a) Name of the corporation and, if such corporation is a corporation resulting from a consolidation as provided in this chapter, the names of the original corporations.

(b) The date of filing of the articles of incorporation in the office of secretary of state and, if such corporation is a corporation resulting from a consolidation as provided in this chapter, the dates on which the articles of incorporation of the original corporations were filed in the office of secretary of state.

(c) That the corporation elects to dissolve.

(d) The name and post office address of each of its directors, and the name, title, and post office address of each of its officers.

Such articles shall be subscribed and acknowledged in the same manner as original articles of incorporation by the president or vice president and the secretary or an assistant secretary, who shall make and annex an affidavit stating that they have been authorized to execute and file such articles by a resolution duly adopted by the members of each corporation at meetings thereof duly called and held as provided in section 8 of this chapter. Articles of dissolution and/or a certified copy or copies thereof shall be filed in the same places as original articles of incorporation and thereupon the corporation shall be deemed to be dissolved. Such corporation shall continue for the purpose of paying, satisfying, and discharging any existing liabilities or obligations and collecting or liquidating its assets, and doing all other acts required to adjust and wind up its business and affairs, and may sue and be sued, in its corporate name. Any assets remaining after all liabilities or obligations of the corporation have been satisfied or discharged shall pass to and become the property of the state.

Formerly: Acts 1935, c.175, s.19; Acts 1937, c.258, s.11. As amended by P.L.59-1984, SEC.68.

Source: official Indiana text · Last verified 2026-08-27

Frequently Asked Questions About Indiana § 8-1-13-21

What does Indiana Code § 8-1-13-21 cover?

Section 8-1-13-21 ("Dissolution of corporation") is part of the Indiana Code, the codified statutory law of Indiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Indiana § 8-1-13-21?

A common citation format is "Indiana Code § 8-1-13-21" (Indiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Indiana law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Indiana official source linked on this page or consult a licensed Indiana attorney.

How does Indiana § 8-1-13-21 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Indiana can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Not legal advice. Verify against the official source and consult a licensed attorney in Indiana.