Blog, Business
Reinstating an Administratively Dissolved Business
In order to remain in good standing in the State of Indiana, business entities organized for profit (LLCs, LLPs, PCs, Corporations) are required to file a biennial “Business Entity Report,” along with a filing fee. Nonprofit corporations are required to file these reports annually. While it generally only takes around five minutes to file the reports online at inbiz.in.gov, the failure to timely do so may result in the Secretary of State administratively dissolving your business. Although an administratively dissolved business entity continues its existence, it may not carry on any business, except that business necessary to wind up and liquidate its business and affairs. This can have severe consequences. For example, title companies generally will not insure real estate closings if the buyer or seller of the property has been dissolved, and business owners often discover their failure to file their reports only after a closing date has been scheduled. Businesses may also be in danger of losing their corporate name, as the name becomes available for anyone to appropriate after 120 days of dissolution. Luckily, the process for reinstating your business after a dissolution is relatively straightforward. The first step is to receive a “certificate of clearance” from the Indiana Department of Revenue (DOR), certifying that all past due taxes to the State have been paid. This necessitates the filing of a notarized affidavit and updated information about the responsible officers in the business. The DOR also may require additional documentation, such as copies of tax filings for the years the business entity reports…
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Blog, Construction Law
Mechanic’s Lien Basics
As a contractor, subcontractor, worker or suppler in Indiana who has not been paid (or concerned about payment) for your labor, materials or equipment to improve a private owner’s real estate, you have a powerful tool to secure payment for your work, and possibly recover your attorney’s fees and costs incurred to collect the money you are owed – a statutory mechanic’s lien. A mechanic’s lien is a statutory means to secure payment for your labor, materials or equipment by filing a sworn statement in the office of the county Recorder where the work is performed, setting forth the amount of the claim, your name and address, the owner’s name and address, the legal description of the land as set forth in the latest entry transfer books of the county auditor, and the street and number address, if any, of the owner’s land, as required by Indiana law. Indiana law also specifically permits your attorney to file the lien on your behalf. Because a mechanic’s lien right is purely a statutory creation, the requirements for acquiring a mechanic’s lien must be strictly adhered to before your lien can attach to the owner’s property. A right to a mechanic’s lien on an owner’s property improved by your labor, material or equipment does not require that you contract directly with the owner. However, the owner must have authorized or “actively consented” to your improvements to his property. If you contract or otherwise deal directly with the property owner, there is likely no issue as to the owner’s “active…
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