What should you do if you want to dissolve a company in Kentucky? Well, that depends on a few different factors.
- What type of business entity is being dissolved?
- Are there any remaining assets in the business, and will there need to be a liquidation?
- Are there any outstanding debts?
- Are the Kentucky business owners all in agreement about dissolving the company?
We have provided specific details on how you can dissolve a business in Kentucky the correct way by providing you with the appropriate forms, information about the dissolution process, and what to do if you change your mind and need to undo a dissolution of your company.
How to Dissolve an LLC in Kentucky
As a business owner, you will have to file Articles of Dissolution with the Kentucky Secretary of State. How much does it cost to dissolve an LLC in Kentucky? Filing a Statement of Dissolution in KY will cost you $40. When filing for your statement of dissolution you must be aware that the form is digital and has to be typed, there is no paper form.
- These articles must include the LLC’s name, the effective date of the company’s dissolution, what led to the company’s dissolution, and the information (name, address, and signature) of the person appointed with dissolving the company if the company has no members.
- The appropriate form (PDF) to dissolve an LLC in Kentucky can be downloaded here.
Dissolving an LLC in Kentucky is required by law, and the process to dissolve a business in Kentucky is relatively complex. You will need to complete multiple steps before entering a proper Kentucky LLC dissolution. To eliminate potential liability, lawsuits, and additional fees, you should consider using the services of a Business Filing Services Company that can affordably dissolve your Kentucky LLC for you.
How to Dissolve a Corporation in Kentucky
A corporate dissolution (for a C-Corporation or S-Corporation) in Kentucky can be done whether a company has issued shares or has not yet issued shares. Here are the two scenarios:
- If a company has issued shares, the Articles of Dissolution must be adopted by a majority of the shareholders.
- If the company has not yet issued shares, the dissolution must be approved by a majority of the business owners or the Board of Directors of the company.
The appropriate forms to dissolve a company can be found here. This is the specific form to dissolve a corporation by incorporators or an initial director in Kentucky (IPD) that you will need to fill out in order to file for an article of dissolution for a Kentucky corporation. Finally, here is the form (PDF) you will need to fill out for a dissolution by the Board of Directors or Shareholders (DIS).
The restoration of a dissolved corporation (C-Corp, S-Corp, or Non-Profit) must occur before the official termination of the business via the dissolution process.
To dissolve a Corporation in Kentucky, there are some requirements and non-compliance that can lead to serious legal consequences. To dissolve your Kentucky Corporation the right way, you should consider using the services of a Business Filing Services Company that can do this for you at an affordable, flat fee.
How do I Dissolve a Sole Proprietorship or Partnership in Kentucky?
The methods for discontinuing businesses in Kentucky really are dependent on how it has been legally organized and the business structure itself. So, for a Sole Proprietorship in Kentucky, you will not have to file a form, there are no state-mandated formal requirements to shut up shop for these types of businesses in Kentucky.
Sole Proprietorship Dissolution
The process is simple, you must pay any outstanding debts, there is no formation paperwork or dissolution paperwork to fill out, once the debts have been taken care of, you simply terminate accounts, cancel your fictitious or other business name and move on to whatever you plan to do next. This means that you literally do not have to officially dissolve a Sole Proprietorship in Kentucky.
For Partnerships in Kentucky, the dissolution process is a little bit different. LLLP’s (Limited Liability Limited Partnerships), LLP’s (Limited Liability Partnerships), and LPs (Limited Partnerships) have the exact same process for closing a business as Sole Proprietorships, so, all you need to do is follow the instructions above. However, General Partnerships require the owner to file for a Statement of Dissolution which will cost $40.
Filing Requirements – Actions for Dissolving LLCs and Corporations
While there are specific processes that companies must go through to receive a certificate of dissolution from the state of Kentucky, which officially ends the existence of a Kentucky business, it is important that financial debts get settled, business bank accounts are closed, outstanding tax obligations (such as sales taxes, business taxes, and state taxes) are paid, and all payroll obligations are fulfilled.
Companies going through a voluntary dissolution must be in good standing with the Kentucky Secretary of State and need to adhere to all state laws surrounding the dissolution process.
Once a Kentucky company has been dissolved, and its Articles of Incorporation or Articles of Organization are no longer valid, you should make the Internal Revenue Service (IRS) aware that the Kentucky business has been dissolved.
This notification to the IRS should be in the form of a letter that includes the Business Name, its Federal Tax ID Number (EIN or FEIN), the business address, and the reason for the dissolution.
The Kentucky company will need to file a final tax return after you have filed for dissolution (both a federal tax return and state tax return) with the IRS and the Kentucky Secretary of State.
Why Do I Need to Dissolve My Kentucky Company?
If you are going to be closing your business, you may wonder why go forward with paying the filing fees and submitting paperwork to dissolve the company? Doesn’t the business just stop once you decide to stop operating it?
Not necessarily – failing to dissolve a company properly can lead to penalties, potential lawsuits, and other fees until the company is formally dissolved with the Kentucky Secretary of State. It is more cost-effective to pay to dissolve your Kentucky company the right way than it is to face penalties, unknown taxes, and late fees by not doing it properly.
Not only this, but your business will become officially terminated once the dissolution process is complete, failure to dissolve your business before abandoning it could result in heavy fines and penalties.
The simplest way and the most stress-fee way to dissolve a business in Kentucky is to utilize and take full advantage of the services of a professional Business Filing Services Company that will do it all for you. This will eliminate unnecessary administrative costs and potential liability and will ensure it is done correctly and according to Kentucky law.