Kansas Articles of Dissolution

Introduction

Key Things to Know

1. 1

   A Kansas Certificate of Dissolution, form DS, is the document that ends a domestic for-profit corporation's existence with the Secretary of State. Kansas uses that name rather than articles of dissolution. A Kansas LLC files something different, form KC, a Certificate of Cancellation, and a nonprofit corporation has its own route.

2. 2

   No tax clearance certificate and no Kansas Department of Revenue consent gate the filing. The only payment condition in the dissolution article is K.S.A. 17-6806, which reaches corporate fees owed to the state, not taxes. The word tax does not appear anywhere in K.S.A. Chapter 17 Article 68, and the franchise tax stopped applying after tax year 2010 under K.S.A. 79-5401(g).

3. 3

   The biennial business entity information report is the condition that actually bites. It is due not later than April 15, in even years for a corporation formed in an even year and odd years for one formed in an odd year (K.S.A. 17-7503(b)). Miss it and there is a three-month delinquency window in which the report must be filed before a closure document can be; miss that and the articles of incorporation are forfeited and nothing can be filed until past-due reports are in and the corporation is reinstated. The report fee is $90 online or $110 on paper.

4. 4

   The filing fee is $35 for a paper Certificate of Dissolution and $30 to file it online, per the Secretary of State's fee schedule on form DS at revision 1/23/26. Do not read the figure off the statute: K.S.A. 17-7506(c)(6) sets only a ceiling of $150 and leaves the real price to rules and regulations. No expedite tier and no surcharge is published for this filing.

5. 5

   Authorization runs one of two ways. Either a majority of the WHOLE board adopts a dissolution resolution at a meeting called for that purpose and a majority of the outstanding stock entitled to vote then approves it (K.S.A. 17-6804(a) and (b)), or all the stockholders entitled to vote consent in writing, in which case no director action is needed at all (K.S.A. 17-6804(c)). Form DS makes you check which one. The resolution may also reserve the board's power to abandon the dissolution afterwards without going back to the stockholders (K.S.A. 17-6804(e)).

6. 6

   Notice to claimants is elective and it happens AFTER dissolution, not before filing. K.S.A. 17-6808a(a)(1) says a dissolved corporation may give notice. Elect it and the mechanics are fixed: a claim deadline no earlier than 60 days out, publication once a week for two consecutive weeks in the county of the last resident agent office and in the principal place of business, a national daily paper too if total assets at dissolution were $10,000,000 or more, certified or registered mail to every known claimant, and 120 days for a claimant to sue after a rejection.

7. 7

   Dissolution in Kansas is not termination. K.S.A. 17-6807(a) continues the corporation as a body corporate for three years, longer if the district court directs, and indefinitely for any suit already begun. Stockholder exposure survives too, capped by K.S.A. 17-6811 at the lesser of a pro rata share of the claim or what that stockholder actually received.

Kansas Requirements for Articles of Dissolution

• No Tax Clearance, Only Corporate Fees Paid Up

  Kansas requires no tax clearance certificate and no Department of Revenue consent before the Secretary of State will accept the dissolution. The only payment condition is K.S.A. 17-6806: no corporation shall be dissolved until all corporate fees due to or assessable by the state have been paid. The word tax does not appear anywhere in K.S.A. Chapter 17 Article 68, and the Kansas franchise tax stopped applying after tax year 2010 under K.S.A. 79-5401(g).

• Information Report Current Before the Filing Is Accepted

  The business entity information report is the real gate. It is due not later than April 15, biennially, in the even or odd year matching the year of formation (K.S.A. 17-7503(b)). A delinquent corporation must file the report before the closure document may be filed. A forfeited corporation must reinstate first, because K.S.A. 17-7510 forfeits the articles of incorporation and bars any further filing. The report fee is $90 online or $110 on paper.

• Form DS, a Certificate of Dissolution and Not Articles

  Kansas calls the filing a Certificate of Dissolution and publishes it as form DS, Domestic (Kansas) Corporation, at revision 1/23/26, citing K.S.A. 17-6804 and 17-6805. It is a single filing: Kansas has no intent-to-dissolve or election step preceding it. Online filing is available through the Secretary of State Close a Business page. A Kansas LLC uses a different instrument on form KC, a Certificate of Cancellation.

• Fee of $35 on Paper or $30 Online, Not the Statutory $150

  The Secretary of State currently publishes $35 for a paper Certificate of Dissolution and $30 to file online for a for-profit corporation, in the Fee Schedule block on form DS at revision 1/23/26. K.S.A. 17-7506(c)(6) states only a ceiling of $150 and subsection (f) delegates the actual figure to rules and regulations, so the statutory number is not a price. No expedite tier and no surcharge is published for this filing.

• Whole-Board Majority Plus a Majority of Outstanding Stock

  Either a majority of the WHOLE board adopts a dissolution resolution at a meeting called for that purpose and a majority of the outstanding stock entitled to vote then approves it (K.S.A. 17-6804(a) and (b)), or all stockholders entitled to vote consent in writing and no director action is needed (K.S.A. 17-6804(c)). Form DS requires you to select one. K.S.A. 17-6804(e) lets the resolution reserve the board power to abandon the dissolution afterwards.

• Elective Claims Notice After Dissolution, 60 Days Minimum

  K.S.A. 17-6808a(a)(1) applies only after the corporation has been dissolved and says it may give notice. Elect it and the claim deadline must be no earlier than 60 days out, the notice must be published once a week for two consecutive weeks in the county of the last resident agent office and in the principal place of business, a national daily is added where total assets at dissolution were $10,000,000 or more, every known claimant gets certified or registered mail, and a rejected claim is barred unless suit begins within 120 days.

• Three More Years as a Body Corporate

  K.S.A. 17-6807(a) continues the corporation for three years after dissolution, longer if the district court directs, to sue and be sued, settle the business, convey property, discharge liabilities and distribute what remains, but not to carry on business. Electing the K.S.A. 17-6808a notice is what buys a cutoff under K.S.A. 17-6811(b); skip it and K.S.A. 17-6810(b)(1)(C) requires a plan of distribution reaching claims likely to arise within 10 years.

• Form CP for a Corporation That Never Issued Shares

  K.S.A. 17-6803 lets a corporation that issued no shares or never commenced business surrender its rights and franchises on form CP, Certificate of Dissolution Prior to Commencing Business, signed by a majority of the incorporators or of the directors where directors were named or elected. The recitals cover returned capital, paid debts and surrendered stock certificates. The for-profit paper fee is the same $35, and no online option is listed for CP.