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How to Dissolve a Kentucky Corporation

How do you dissolve a Kentucky Corporation?

To dissolve a Kentucky Corporation, you file the Articles of Dissolution and three exact copies with the Kentucky Secretary of State (SOS). If the forms provided by the Kentucky SOS do not meet your needs, you can’t attach additional documentation, but you are allowed to draft custom Articles of Dissolution. Kentucky SOS offers two dissolution forms based on whether the corporation you are dissolving has commenced business.

If the corporation has not issued shares or commenced business, you use Kentucky Form IPD, Articles of Dissolution for dissolution by incorporators or initial directors.
If the Board of Directors or Shareholders are dissolving the corporation, you file FormDIS, Articles of Dissolution.

Submit the Articles of Dissolution with fees to the Kentucky Secretary of State: Division of Corporations. You can pay filing fees by cash, check, and debit or credit. Make checks for fees payable to the “Kentucky State Treasurer.”

Mail documents for filing to:
Elaine N. Walker
Office of the Secretary of State
PO Box 718
Frankfort, KY 40602-0718

Or personally deliver documents between 8 am and 4:30 pm:
Room 154, Capital Building
700 Capital Avenue
Frankfort, KY 40601
502-564-3490

Kentucky Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a Kentucky Corporation?

The filing fee for Articles of Dissolution is $40.

Do you need a Department of Revenue clearance before the Kentucky Secretary of State will accept your dissolution?

No, you don’t need clearance to dissolve a corporation or LLC. But a dissolving corporation may want to contact various agencies including the Kentucky Department of Revenue and any relevant licensing agency, to make sure they don’t have any other obligations.

How long does it take the state to process the filing?

The SOS processes documents on the same day they are received. It can take up to three business days to finish the filing.

How long before someone can take your business name?

As soon as your Kentucky corporation is dissolved, your business name is up for grabs. If your corporation is administratively dissolved for any reason, your name is also forfeited instantly. So the first step in the reinstatement process is always to check on your name availability. You can do a name availability search on the Kentucky SOS website. You will have to create a new business name if your previous name has been taken.

What is the penalty if you just don’t file your annual reports?

Kentucky SOS requires all corporations to file annual reports with the SOS by June 30 each year.  If you haven’t filed your annual report by the due date, Kentucky SOS will place your corporation in bad standing and send a 60 day notice. If SOS does not receive your report within 60 days of the notice, they will administratively dissolve your Kentucky corporation.

What are the late fees and penalties to re-register if your registration is forfeited?

In order to reinstate, an administratively dissolved corporation needs to complete a reinstatement application. It must also pay certain fees before it will be reinstated.

The reinstatement penalty for Kentucky corporations is $100.

You will have to pay all your delinquent annual report filing fees, at $15 each.

Kentucky SOS forms:

http://www.sos.ky.gov/bus/business-filings/Pages/default.aspx

If you’d like help establishing another company, you may find our incorporation filing service and Kentucky registered agent service helpful.  We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

Corporate Compliance
by Local Corporate Guides®