How to Dissolve an LLC in Kentucky

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Updated December 20, 2022

Dissolving a Kentucky LLC If you and other members of your organization are considering dissolving your LLC, it's important to address the required steps; otherwise, you could face administrative consequences and additional challenges associated with the dissolution of your Kentucky LLC.

Before you file paperwork Before anything is filed with the state to formally terminate the existence of the LLC, members of the LLC need to take certain actions. As a first step, members of the LLC need to approve the dissolution. This can be done in accordance with the operating agreement of the LLC or through a unanimous consent of the members approving the dissolution. Regardless of the method, the vote on the dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful in the event that someone does not remember providing their consent.

What to file You are responsible for notifying creditors prior to dissolving the Kentucky LLC. The Secretary of State will approve your dissolution by reviewing your submitted articles of organization. You must clear both tax and reporting obligations. Penalties may be applied if the obligations are not met by required deadlines. Any annual reports that are currently owed to the Secretary of State should be completed and distributed. If you fail to follow the appropriate procedures, such as filing your annual report on the due date, the Secretary of State can place your LLC in bad standing and transmit a 60-day notice to you. If you fail to respond, your LLC can be administratively dissolved by the Secretary of State. 

Also, you should distribute the remaining assets of the LLC, close business bank accounts, cancel permits and licenses, file form 966 with the IRS and officially cancel the account associated with the federal tax ID for the LLC. The processing time for dissolution filings in Kentucky LLCs typically takes several business days.

We recognize that this process can be overwhelming and frustrating for someone in the midst of winding down the business of an LLC. To avoid the hassles associated, you can partner with our service and we will handle all aspects of dissolving your Kentucky LLC for you.

Impact of dissolution Once formally dissolved with the state, the name of your Kentucky LLC is not protected. Other entities may be eligible to use the name immediately. You also lose the right to exclusively do business and use your name on the date that the state of Kentucky gives you a proclamation of forfeiture.

Don't forget about taxes! Every LLC in Kentucky has numerous tax accounts that are maintained by separate departments within the Kentucky state government. Prior to dissolving an LLC, you must pay any fines or taxes owed to these accounts. 

Finally, remember that if you are authorized to do business in other states, you will need to follow the necessary procedures within those states to decrease your chances of facing additional consequences outside of Kentucky. Swyft Filings can help with your withdrawal from any state where you are foreign qualified.

Click here to learn more about how to dissolve your company.

Originally published on December 20, 2022, and last edited on December 20, 2022.

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