Have you decided to stop transacting business with your Kentucky limited liability company? The state of Kentucky 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 Kentucky.
Rocket Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
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 Kentucky 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 Kentucky.
How to Dissolve a Domestic Kentucky LLC
If your limited liability company is domestic to the state of Kentucky, the dissolution process involves the filing of a document called the Articles of Dissolution. The information required to fill out this document includes:
- Name of your LLC
- Effective date of the dissolution
- Additional information “if applicable, that the member(s) or manager(s) filing deem proper”
- Signature of authorized representative
Once you’ve finished filling out this form, you need to include a check for $40 made payable to “Kentucky State Treasurer” and mail it and your completed form to the following address:
Alison Lundergan Grimes
Secretary of State
P.O. Box 718
Frankfort, KY 40602
Typically, the Kentucky Secretary of State’s office takes up to three business days to process your dissolution documents, and they are often able to get the job done on the same day they receive your Articles of Dissolution.
How to Dissolve a Foreign LLC in Kentucky
Do you need to dissolve a limited liability company based outside of Kentucky, but qualified to transact business within this state?
The dissolution process for foreign LLCs in Kentucky starts with the filing of a Certificate of Withdrawal of a Foreign Business Entity. Like the Articles of Dissolution used for domestic LLCs, the Certificate of Withdrawal of a Foreign Business Entity is a one-page document, and it includes the following pieces of information:
- Name of your LLC
- State or country of formation
- Street address where process may be served to the LLC
- Effective date of dissolution
- Signature of authorized representative
Similar to the Articles of Dissolution, the Certificate of Withdrawal of a Foreign Business Entity requires a $40 filing fee, and you can make your check out to “Kentucky State Treasurer.” This filing also gets sent to the same address:
Alison Lundergan Grimes
Secretary of State
P.O. Box 718
Frankfort, KY 40602
You should also expect this filing to take anywhere from 1-3 days to be processed.
What Else Do I Need to Know About LLC Dissolutions in Kentucky?
First off, it’s important to note that once your dissolution is complete, any business entity in Kentucky can claim your business name if they would like to use it. This is just one of many reasons that you should only dissolve your Kentucky limited liability company if you’re entirely certain that you’re done conducting business in this state.
You should also keep in mind that there are several scenarios that can lead to the state of Kentucky administratively dissolving your LLC. If you fail to file your annual report on time, your LLC will immediately lose its good standing with the state, and if you don’t file your report within 60 days following your due date, the Secretary of State will perform an administrative dissolution of your business.
If your LLC is administratively dissolved, you will need to file a reinstatement application with the Secretary of State, which costs $100. You will also be required to pay filing fees for each annual report you missed. Depending on the nature of your business, these steps could be just the tip of the iceberg for reinstatement, so it’s strongly advised to not dissolve your business unless you have no plans to transact business in Kentucky again.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The filing of either the Certificate of Withdrawal of a Foreign Business Entity or an Application for Dissolution is essentially the same process.
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 Kentucky LLC!