Have you decided to stop transacting business with your Kansas limited liability company? The state of Kansas legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Kansas.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Kansas is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Kansas.
How to Dissolve a Domestic Kansas LLC
In order to dissolve (or cancel) a domestic LLC in Kansas, you will need to file the Certificate of Cancellation with the Secretary of State’s office. This form requires very little information, but you will need to provide the following:
- Business Entity ID Number
- Company name
- Reason for cancellation
- Effective date of dissolution
- Signature of authorized person.
The state of Kansas gives you a few different ways to file the Certificate of Cancellation. You can submit the form online, by mail, or in person. Filing online is the fastest and cheapest method, with a filing fee of $30 (all other forms of filing cost $35). However, if you prefer to file a physical document, you may do so by submitting it to the following address:
Kansas Office of the Secretary of State
Memorial Hall, 1st Floor
120 S. W. 10th Avenue
Topeka, KS 66612-1594
When filing by mail or in person, checks must be payable to the “Secretary of State,” and you can expect your dissolution to be processed in 2-3 business days. Online filings are processed immediately.
How to Dissolve a Foreign LLC in Kansas
Do you need to dissolve a limited liability company based outside of Kansas, but qualified to transact business within this state?
The dissolution process is slightly different for foreign LLCs. Instead of the Certificate of Cancellation, you will need to file the Certificate of Cancellation of Registration of Foreign Covered Entity document in order to dissolve. This form will require the following information:
- Business Entity ID Number
- LLC name
- The jurisdiction where the LLC was originally registered
- Mailing address for service of process
- Effective date of the cancellation
- Affirmation of cancellation of foreign registration
- Signature of primary LLC officers/members
The Certificate of Cancellation of Registration of Foreign Covered Entity form also requires a filing fee of $35 on paper or $30 online, with checks made payable to the “Secretary of State.” The form and check can be mailed or submitted in person to the same address:
Kansas Office of the Secretary of State
Memorial Hall, 1st Floor
120 S. W. 10th Avenue
Topeka, KS 66612-1594
This form also takes about 2-3 business days to process on paper, while online filings are processed immediately.
What Else Do I Need to Know About LLC Dissolutions in Kansas?
Once your dissolution is processed, you lose claim to your business name immediately, so you should only dissolve your LLC if you do not intend to conduct further business in Kansas under the same name.
In Kansas, the state can administratively dissolve your LLC if you fail to file your annual report in a timely manner. Generally, the Secretary of State will send notice of a delinquent annual report, and you will incur an $85 late filing penalty. However, if you fail to file the annual report and pay the fine within 90 days of this notice, the state will initiate an administrative dissolution.
You can reinstate an administratively dissolved LLC by filing the Reinstatement of Limited Liability Company form. This will require a $35 filing fee (in addition to the $85 late filing fee), and any delinquent annual reports.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The pathway to dissolution for both foreign and domestic LLCs is pretty straightforward. However, reinstating an LLC (especially an administratively dissolved entity) can be more complex and expensive.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Kansas LLC!