Kentucky Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Articles of dissolution end a Kentucky domestic for-profit business corporation's existence with the Secretary of State. Kentucky publishes two versions and the choice turns on who authorized the dissolution: form DIS where the board of directors or the shareholders did, form IPD where incorporators or initial directors did. A Kentucky LLC files on form LLD instead and a nonprofit corporation on form NPD.

2. 2

   No tax clearance certificate, no revenue consent and no letter of good standing from the Department of Revenue goes with the filing. Searches of KRS 271B Subtitle 14, the KRS 14A.2 filing provisions, the Secretary of State's own dissolution page and both corporation forms returned zero hits for clearance or consent language. The single revenue reference in Subtitle 14 is KRS 271B.14-030(2), which has the Secretary of State forward a copy of the filed articles to the secretary of revenue.

3. 3

   The gate that does exist belongs to the filing office. KRS 14A.2-160(1) requires an entity to be in good standing for its documents to be filed at all, and KRS 14A.1-070(17) defines that as all annual reports delivered and filed, all other lawfully required statutory documentation received and filed, and all fees, costs and penalties paid. A corporation sitting on unfiled annual reports clears that before the articles will stick. The annual report window is January 1 to June 30 and the fee is $15.00.

4. 4

   The fee is $40.00 by either route, check payable to the Kentucky State Treasurer. Changing your mind later costs $15.00 for articles of revocation of dissolution, available for 120 days after the effective date. The fee statute KRS 271B.1-220(6), the Secretary of State's published fee page and the fee line printed on both forms all read $40.00, and neither fee statute carries a surcharge subsection.

5. 5

   Approval is a board recommendation plus a shareholder vote of a majority of all votes entitled to be cast on the proposal, which is not the same thing as a majority of votes actually cast (KRS 271B.14-020(5)). The articles of incorporation or the board may set a higher bar or require voting groups. Meeting notice goes to every shareholder, voting or not, and has to say that dissolving the corporation is a purpose of the meeting.

6. 6

   Creditor notice is optional in Kentucky and it comes after the filing rather than before it. KRS 271B.14-060(2) lets a dissolved corporation send known claimants written notice setting a claim deadline no sooner than 120 days from the notice, and KRS 271B.14-070 lets it publish once in a county newspaper to put a two-year limit on everyone else. Neither step is a condition of filing.

7. 7

   Incorporators or initial directors of a corporation that has issued no shares or has not commenced business use form IPD, which recites the incorporation date, that no debt remains unpaid, that net assets remaining after winding up have been distributed, and that a majority of them authorized it. Unlike several states, Kentucky puts no time limit from incorporation on that route and charges the same $40.00 for it.

Kentucky Requirements for Articles of Dissolution

• No Department of Revenue Certificate With the Filing

  Kentucky requires no tax clearance certificate, no revenue consent and no letter of good standing from the Department of Revenue before the Secretary of State will file articles of dissolution. Scoped searches of KRS 271B Subtitle 14, the KRS 14A.2 filing provisions, the Secretary of State dissolution page and both forms returned zero hits for clearance or consent language. KRS 271B.14-030(2) sends a copy to the secretary of revenue only after the filing.

• Good Standing With the Secretary of State Is the Real Gate

  KRS 14A.2-160(1) requires an entity to be in good standing for any document delivered on its behalf to be filed, and the four exceptions in subsection (2) do not include articles of dissolution. KRS 14A.1-070(17) defines good standing as all annual reports delivered and filed, all other lawfully required statutory documentation received and filed, and all fees, costs and penalties paid. The annual report window is January 1 to June 30 at $15 per report.

• Form DIS or Form IPD, Chosen by Who Authorized It

  Form DIS, Articles of Dissolution (Profit Corporation), covers dissolution by the board of directors or shareholders under KRS 271B.14-020. Form IPD covers dissolution by incorporators or initial directors under KRS 271B.14-010, where no shares have been issued or business has not commenced. Both are revision 7/25. Neither is mandatory: dissolution is absent from the KRS 14A.2-050(1) list, so KRS 14A.2-050(3) permits your own drafted articles.

• Dissolution Fee $40, Revocation Fee $15 Within 120 Days

  KRS 271B.1-220(6) sets articles of dissolution at $40 and subsection (7) sets articles of revocation of dissolution at $15. The Secretary of State published fee page and the fee line on both forms agree, with the check payable to the Kentucky State Treasurer. KRS 271B.14-040(1) allows revocation within 120 days of the effective date. Neither fee statute carries a surcharge subsection and no expedited surcharge was found.

• Majority of All Votes Entitled to Be Cast

  Under KRS 271B.14-020(5) the proposal to dissolve must be approved by a majority of all votes entitled to be cast on it, unless the articles of incorporation or the board require a greater vote or voting by voting groups. That is measured against all votes entitled to be cast, not votes actually cast. KRS 271B.14-020(2) requires a board recommendation unless conflict of interest or special circumstances justify none, with the basis communicated to shareholders.

• Optional 120-Day Claimant Notice and Two-Year Publication Bar

  Both notice routes are elective and both run after the effective date. KRS 271B.14-060(2) permits written notice to known claimants with a deadline not fewer than 120 days from the notice, and 90 days to sue after a rejection. KRS 271B.14-070 permits one newspaper publication in the county of the principal office, barring unknown and contingent claims unless suit is filed within two years. KRS 271B.14-060(4) excludes state and federal tax liability from claim.

• Dissolve First, Then File the Final Income Tax and LLET Return

  The note to item 24 of Department of Revenue Form 10A104 (04-25) states that the income tax and LLET account is cancelled with the filing of the final return, and that a corporation organized in Kentucky shall not file a final return before it is officially dissolved. KRS 271B.14-050(2)(h) confirms dissolution does not alter return or payment duties. The limited liability entity tax under KRS 141.0401(2)(a) is annual with a floor of $175 while the corporation is doing business in Kentucky.

• No Notarization and No County Clerk Recording for This Filing

  Both forms close with a declaration under penalty of perjury and carry no notary block, acknowledgment or jurat; KRS 14A.2-010(7) makes a seal or an acknowledgment optional on any filing. KRS 14A.2-040(1) lists eleven documents requiring a county clerk copy and articles of dissolution are not among them, and KRS 14A.2-070(3) makes a filed document effective regardless of any failure to file with the county clerk.