Sec. 3. (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. The application must be signed by the entity and state or contain:
(1) the name of the entity at the time of its administrative dissolution and, if needed, a different name that satisfies IC 23-0.5-3-1;
(2) the street address of the principal office of the entity and the name and address of its registered agent;
(3) the effective date of the entity's administrative dissolution;
(4) that the grounds for dissolution did not exist or have been cured; and
(5) a certificate of clearance from the department of state revenue reciting that taxes owed by the entity have been paid.
(b) This subsection applies to 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 and that is applying to the secretary of state for reinstatement more than five (5) years after the effective date of dissolution. The application must be signed by the entity and state or contain all requirements identified in subsection (a)(1) through (a)(5). An application for reinstatement submitted under this subsection must also include a statement by the entity describing the:
(1) reason the entity is requesting reinstatement; and
(2) intended future activities of the entity if reinstatement is approved.
(c) If the individual applying for reinstatement under subsection (a) or (b) is not listed as a governing person of the domestic filing entity, then the application must include a notarized affidavit stating that a governing person has given the individual permission to request reinstatement of the entity. The affidavit must be signed by:
(1) a governing person of the entity; or
(2) an attorney representing the entity.
(d) 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.
(e) If the secretary of state determines that an application under subsection (a) or (b) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (d) have been made, the secretary of state shall:
(1) cancel the certificate of administrative dissolution and prepare a certificate of reinstatement that states the secretary of state's determination and the effective date of reinstatement; and
(2) file the certificate of reinstatement.
(f) When reinstatement under this section is effective, the following rules apply:
(1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.
(2) The domestic filing entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred.
(3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.25; P.L.96-2025, SEC.6.
