I formed an Indiana LLC last year for a side project that never got off the ground. No revenue, no expenses, no bank account even. Do I need to file anything if it's just been sitting there doing nothing? Someone told me the state might dissolve it automatically but I'm not sure if that's true or just something they heard.
LLC Compliance
What happens if an Indiana LLC has no activity for an entire year?
Indiana doesn't care if you have activity or not — you still owe the biennial report. It's due every two years, not annually. If you miss it, the state can administratively dissolve the LLC. Also the registered agent fee, if you're using a service.
Yep. "No activity" and "no filings" are two different things in the eyes of the secretary of state lol
To add to what tallgrassguy said — the biennial report is the big one. It's due in the anniversary month of formation, every other year. There's a filing fee (I think $32 online now? used to be $30). If you ignore it long enough they dissolve you. Dissolution isn't the end of the world but reinstating costs more and there can be penalties. Also worth mentioning: even with zero activity you may still have a federal filing obligation. An LLC with no income and no expenses might not owe tax, but if it's a single-member LLC treated as a disregarded entity it's typically just reported on your personal return. If you elected S-corp or partnership status, you'd still need to file the 1065/1120-S even with zeros. So "no activity" doesn't automatically mean "no return."
mothvibes is right about the federal side. I had a dormant LLC for two years and my accountant still made me file. Annoying but cheap compared to the penalty letters.
Forgot avout the tax angle, good call. Though if OP never opened a bank account and truly did nothing, the practical risk on the federal side is probably low — but "probably low" is doing a lot of work in that sentence.
honestly if the side project is dead just dissolve it yourself. Cheaper than keeping a zombie LLC alive for no reason. I did that with one of mine, filed the articles of dissolution, done.
Counterpoint: keeping it alive is like $32 every two years. Not exactly a financial burden. Sometimes people keep dormant entities around in case they revive the idea. But yeah if you're sure it's dead, dissolve.
Cloudofdust makes a fair point but dissolving has its own filing and you still need to be curret on reports before they'll let you dissolve cleanly, I believe. So either way OP has to deal witvh the biennial report situation first. Which loops back to: check your status on the state's business search before doing anything.
Didn't realize the state search would show my status. I'll look it up tonight and see if I'm already delinquent. The tax thing is the part I was most worried about so that's helpful to know.