What is Kentucky Corporation Dissolution? |
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A Kentucky Corporation is created when the KY Secretary of State approves the Articles of Incorporation.
A record of the Kentucky Corporation is added to the list of Corporations which have officially registered with
the Kentucky Secretary of State.
Once a Corporation is registered with the Kentucky Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
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A Kentucky Corporation is created when the KY Secretary of State approves the Articles of Incorporation.
A record of the Kentucky Corporation is added to the list of Corporations which have officially registered with
the Kentucky Secretary of State.
Once a Corporation is registered with the Kentucky Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered a Kentucky Corporation with the Kentucky Secretary of State and want to cease business activities
you have to let the KY Secretary of State know that you intend to close your company.
Only after the KY Secretary of State has made sure that all of the obligations of the Kentucky Corporation have been fulfilled will
the Secretary of State approve of the closure of the company.
When the Kentucky Secretary of State approves the closing of a KY Corporation, that Kentucky Corporation is said to be
Dissolved.
The process of Dissolving a Kentucky Corporation is called Kentucky Corporation Dissolution.
If a Kentucky Corporation has not issued shares or commenced business in the state of Kentucky then the KY Corporation must have paid all debts before the Kentucky Secretary of State will approve the Dissolution of a Kentucky Corporation.
If any shares of stock were issued by the Kentucky Corporation the net assets of the KY Corporation must have been distributed before the Kentucky Secretary of State will approve the Dissolution of a Kentucky Corporation.
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Why do I need to Dissolve a Kentucky Corporation? |
As soon as a Kentucky Corporation is registered with the KY Secretary of State, that Corporation is responsible for
recurring obligations of the Kentucky Secretary of State and the Kentucky Department of Revenue.
If the Kentucky Corporation does not file reports or pay taxes then that KY Corporation could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Kentucky Corporation with the Kentucky Secretary of State that KY Corporation will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve a Kentucky Corporation? |
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Kentucky Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Kentucky Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of Corporation Dissolution from the Kentucky Secretary of State;
and things that you have to do after the KY Secretary of State has approved Dissolution of the Kentucky Corporation.
What you have to do both before and after the Kentucky Corporation is Dissolved largely depends on how much stock, if any, has been
issued and how much and what kind of debts and liabilities that the Kentucky Corporation has.
If the Kentucky Corporation has not commenced business then the KY Corporation Dissolution process is easier.
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What do I have to do before I Dissolve a Kentucky Corporation? |
Things you need to do before you Dissolve a Kentucky Corporation.
1. Hold a Directors meeting and record a resolution to Dissolve the Kentucky Corporation
2. Hold a Shareholder meeting to approve Dissolution of the Kentucky Corporation
3. File all required Annual Reports with the Kentucky Secretary of State
4. Clear up any business debt
5. Pay all taxes and administrative fees owed by the Kentucky Corporation
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1. Hold a Board of Directors meeting and record a resolution to Dissolve the Kentucky Corporation
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If a Board of Directors has been appointed for the Kentucky Corporation then the Board is required to adopt a
resolution to Dissolve the KY Corporation.
Minutes of the meeting must be recorded and retained in the business records.
If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Kentucky Corporation.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Kentucky Secretary of State.
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2. Hold a Shareholder meeting to approve Dissolution of the Kentucky Corporation
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If a Kentucky Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan.
The approval actions should be documented and kept in the business records.
If no shares have been issued then the Kentucky Corporation Dissolution process is easier.
- If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Kentucky Secretary of State.
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3. File all required Annual Reports with the Kentucky Secretary of State
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The Kentucky Secretary of State will not approve the Dissolution of a KY Corporation until all required
reports have been filed.
- We can file any required Annual Report with the KY Secretary of State.
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4. Clear up any business debts
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All creditors of a Kentucky Corporation should be given notice of the pending Corporation Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
While the Kentucky Secretary of State does not legally require the publication of a Notice of Dissolution of a Kentucky Corporation, publication is
a good way to notify anyone who might have a claim against the Kentucky Corporation.
Evidence of publication might prove useful down the line if someone makes a claim against the KY Corporation after
the Kentucky Corporation has been dissolved.
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5. Pay all taxes and administrative fees owed by the Kentucky Corporation
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The Kentucky Secretary of State will definitely not approve the Dissolution of a Kentucky Corporation until all
outstanding taxes and applicable registration and administrative fees have been paid.
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What do I have to do after I Dissolve a Kentucky Corporation? |
Things you have to do after you Incorporate in Kentucky.
1. Distribute all remaining assets of the Kentucky Corporation
2. Close all business bank accounts of the Kentucky Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the KY Corporation's Federal Tax ID (EIN)
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1. Distribute all remaining assets of the Kentucky Corporation
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If the Kentucky Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests
in the KY Corporation.
All distributions to Corporate Shareholders must be reported to the IRS.
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2. Close all business bank accounts of the Kentucky Corporation
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If there are any business accounts that have been opened for the Kentucky Corporation then those accounts must be closed.
If Corporate business accounts are left open there may be liability and obligations of the Dissolved Kentucky Corporation which could
lead to legal problems.
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3. Cancel all local business licenses and permits of the KY Corporation
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If the Kentucky Corporation has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the Kentucky Corporation.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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All Dissolved Kentucky Corporations must file IRS Form 966 with the US Internal Revenue Service.
This filing is required within 30 days after the final Dissolution plan is approved.
Filing IRS Form 966 lets the Federal Government know that the Kentucky Corporation has been legally Dissolved
so that it may take the appropriate actions.
- We can prepare IRS Form 966 for you to file.
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5. Cancel the IRS account associated with the KY Corporation's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Kentucky Corporation.
Once the IRS links an EIN to a Kentucky Corporation, that EIN stays with the Kentucky Corporation even after the Company has been Dissolved by the
Kentucky Secretary of State.
When the IRS processes the final tax return for the Kentucky Corporation, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revivie the Kentucky Corporation down the line the IRS will reactivate the old EIN for your new Business.
Before a Kentucky Corporation can close an EIN account, it must be in Good Standing with the IRS.
The Kentucky Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Kentucky Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
- We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
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How long does it take to Dissolve a Kentucky Corporation? |
The time it takes to Dissolve a Kentucky Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Kentucky Secretary of State usually takes around 3-5 business days to process the Articles of Dissolution.
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The time it takes to Dissolve a Kentucky Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Kentucky Secretary of State usually takes around 3-5 business days to process the Articles of Dissolution.
Processing times for Kentucky Corporation Dissolution filings vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of Kentucky Dissolution filings takes the state around 3-5 business days.
PLEASE NOTE: WE CANNOT GUARANTEE KENTUCKY SECRETARY OF STATE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Kentucky Secretary of State .
In our experience 3-5 business days is the time it usually takes the Kentucky
Secretary of State to process a Kentucky Dissolution filing.
We get your Kentucky Corporation Dissolution filing to the KY Secretary of State ASAP.
Once it is at the state we have no control over the Kentucky Dissolution approval process.
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How much does it cost to Dissolve a Corporation in Kentucky? |
The total cost to Dissolve a Kentucky Corporation varies depending on exactly what is required for each specific
KY Dissolution.
We charge $249.00 plus any state fees for our Kentucky Corporation Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Board of Directors meeting which proposes Dissolution
- Transcribe minutes of Shareholders meeting at which Dissolution was approved
- Prepare and file Articles of Dissolution with the Kentucky Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from KY Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these Kentucky Corporation Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a KY Domestic Corporation? |
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If there are Foreign Corporations in states other than Kentucky that are tied to the Domestic Kentucky Corporation then
each of those Foreign Corporations must be Dissolved before the Kentucky Corporation is legally Dissolved.
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How long before someone can use my Corporation name in Kentucky after I Dissolve? |
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A Kentucky Corporation company name becomes available for anyone to use when the KY Corporation is Dissolved by the Kentucky Secretary of State.
There are no Corporation company name protections in Kentucky once a Kentucky Corporation has been Dissolved by the Kentucky Secretary of State.
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Do I have to publish a Notice of Dissolution of the Kentucky Corporation? |
There are no state of Kentucky requirements for the publication of a Notice of Dissolution of a Kentucky Corporation.
While the Kentucky Secretary of State does not legally require the publication of a Notice of Dissolution of a Kentucky Corporation,
publication is a good way to notify anyone who might have a claim against the Kentucky Corporation.
Evidence of publication might prove useful down the line if someone makes a claim against the KY Corporation after
the Kentucky Corporation has been dissolved.
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