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To dissolve a limited liability company one has to take up a set of required steps. In Kentucky, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in Kentucky, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.
If you have a Kentucky LLC (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of Kentucky LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started. Here are the steps to address for dissolving Kentucky LLC.
On this page, you’ll learn about the following:
- How to Dissolve an LLC in Kentucky
- After Dissolving Your LLC
- Reasons Behind Dissolving Kentucky LLC
- Kentucky LLC Dissolution Review
How to Dissolve an LLC in Kentucky
Dissolution of Kentucky LLC requires three broad procedural steps. Having a Kentucky LLC Operating agreement, close all the tax accounts, and finally submit the Articles of Dissolution form to the Kentucky Secretary of State.
Step 1: Follow Your Kentucky LLC Operating Agreement
When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-
First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.
- All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
- After that, a formal date for dissolving the LLC will be decided.
- The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
- Finally, the creditors of the business are notified, and the debts of the business are settled.
This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC.
Get a Professional Agent Service
When it comes to a limited liability company dissolution, it is important to get professional help. The Kentucky registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services we strongly recommend for you.
Step 2: Close All Tax Accounts
Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax account, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.
You must contact all government entities and clear the amount of outstanding taxes due until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further process of shutting down your LLC.
Some of the common taxes that limited liability companies have to pay are:
- Unemployment insurance tax
- Employee withholding tax if your LLC has employees.
- If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.
Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required.
That is why the LLC owner should go through the sales tax guide and hire an accounting service. If you want to do the accounting yourself or make accounting easy, try FreshBooks.
While dissolving the Kentucky LLC, the owner does not require to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.
Step 3: File Articles of Dissolution
There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Kentucky Articles of Organization, one has to file Kentucky LLC Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.
- First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of Kentucky state.
- You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
- In that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
- If you want to dissolve Kentucky Foreign LLC then look for the Foreign LLC Dissolution process.
- There is a form available on this page, which is the article of dissolution you are looking for. You have to download that pdf form and start filling it.
- You must fill in all the important and legal information in the form, so you should be extra careful.
- After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
- After filling in every detail, one should submit the form through an official mail address and make a payment.
- It takes 3-5 business days after filing of articles of dissolution if you are filing it by mail or in-person.
Secretary of State
P.O. Box 718
Frankfort, KY 40602-0718
Room 154, Capitol Building
700 Capital Avenue
Frankfort, KY 40601
Filing Fee: $40
The LLC you owned is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call that he accepts your expedited dissolutions or not.
Points to Be Noted When Dissolving Kentucky LLC
Apart from these three steps, no major dissolution rules are there in Kentucky. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.
There are some purposes of LLC that require some attention even after dissolution, known as winding up. The task of winding up includes.
- For a certain period, the property of a business requires preservation.
- If there is any civil case against the LLC, then the owner needs to finish them.
- Settle all the existing disputes of LLC.
- Transfer all the property of LLC to the names of partners.
- Release all the liabilities that the LLC owes to others.
- Rightful distribution of all the assets among members, according to their percentage of partnerships.
Cost of Dissolving LLC
LLC cost in Kentucky includes the formation as well as dissolution fees. To dissolve an LLC in Kentucky, LLCs have to file an Article of Dissolution. The filing fee is $40. The details are mentioned on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,
- You can select a payment pick-up option.
- There is an option of direct account transfer through your prepaid accounts.
- LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction state will make.
After Dissolving Your LLC
After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your Kentucky LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in Kentucky. A registered agent can help you do the needful.
Reasons Behind Dissolving Kentucky LLC
After some disagreements in the company, the owners might need to dissolve an LLC in Kentucky. It is something that every company that is on the verge of shutting down has to go through. If they are not ready to do it legally, they might have to go through some consequences. Want to know those issues? Check the following points!
- The company can face the loss of income or equity from the business.
- It is possible that assets can be the reason for the loss.
- The debt can keep on accumulating in the name of the company’s owners.
- The complications can arise in the name of unpaid taxes.
- The owners can also be held accountable as personal liability for failing to act on an important decision.
Top Businesses in Kentucky!
Many people aspire to start an LLC in Kentucky. To be able to start their company, they need a lot of research on the facts. They have to check which industry is making a more positive impact on the economy and providing the best. That is surely so time-consuming, and that is why we are here to provide help! Here are some top industries and the amount they contribute to the GDP,
- Manufacturing: It is an industry that makes the most in the state and is also the top one to contribute to the state. It is the one that gives out 18% to the GDP of the state also. People get better wages in the industry, and it is the leading sector for jobs for people in Kentucky. The pay increases every year, becoming the best sector of the state year by year.
- Rental, leasing, and real estate industry: It is essential to have a place to live or work. So it is the reason why most people are looking for land or a place for rent. It is contributing $28.29 billion to the GDP and increasing the development of the state.
- Agriculture: There are so many products that this sector provides to the state. It is bound to provide the products, but it is also a significant factor in the GDP. The sector generated around $5.9 billion and contributed approximately 6.4% to the GDP. The state cannot grow without this sector, and it is also an important one for the economy.
Kentucky LLC Dissolution Review
Time needed: 5 minutes
Here’s a recap of the steps you must follow when dissolving your Kentucky LLC. Click on the steps in this list if you want to read the full detail.
- Follow Your Kentucky LLC Operating Agreement
Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
- Close All Tax Accounts
Make sure you close all your tax accounts to avoid incurring further costs.
- File Articles of Dissolution
File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.
What is the Cost to Dissolve an LLC in Kentucky
To dissolve an LLC in Kentucky you need to file the Articles of Dissolution with the Kentucky Secretary of State via mail or in person for $40.
Starting and running a business is an exciting venture. However, as circumstances can change, business owners may sometimes find themselves needing to dissolve their limited liability company (LLC). In the state of Kentucky, like in any other jurisdiction, dissolving an LLC involves certain costs and procedures that one must be aware of.
It is important to clarify from the outset that the cost to dissolve an LLC in Kentucky can vary depending on several factors, including the complexity of the business structure and the intricacies of the dissolution process. In most cases, there are some general expenses associated with dissolving an LLC that business owners should be prepared for.
One of the primary costs to dissolve an LLC is the filing fee. In Kentucky, the current filing fee for an LLC dissolution is around $40, which is subject to change over time. This fee is payable to the Secretary of State’s office or the Kentucky Business One Stop Portal. It is necessary to file the Articles of Dissolution, providing specific information about the LLC, including its name, registered agent, and a statement indicating that the members or managers have authorized the dissolution.
In addition to the filing fee, there are other potential costs that might be incurred during the LLC dissolution process. For example, there may be financial obligations, such as outstanding debts, taxes, or any wages due to employees that need to be settled before dissolving the company. These financial responsibilities need to be properly addressed to ensure the lawful dissolution of the LLC.
Business owners dissolving their LLC in Kentucky should also keep in mind the potential costs of consulting professionals to navigate the dissolution process. While it is not mandatory to seek advice from an attorney or accountant, seeking their guidance can help ensure all necessary regulations and legalities are followed. Professionals can provide valuable insights, ensuring a smooth process and helping to avoid any potential pitfalls.
Furthermore, there may be any ongoing business contracts or leases that need to be terminated or transferred, which might incur additional costs. These could include early termination fees or charges related to ending lease agreements. It is vital during the dissolution process to identify these obligations in order to minimize potential surprises and financial losses.
Lastly, it is essential to mention that dissolving an LLC in Kentucky does not exempt business owners from fulfilling any outstanding legal requirements or addressing any pending legal issues. It remains necessary to maintain good standing with all local, state, and federal authorities, even in the midst of a dissolution.
By recognizing the potential costs associated with dissolving an LLC in Kentucky and making necessary provisions, entrepreneurs can effectively plan their exit strategies. Facing the dissolution process will be less intimidating when armed with knowledge and understanding – an essential part of the business ownership journey.
DISCLAIMER: The purpose of this article is to provide a general overview of the topic. The information provided should not be viewed as legal or financial advice. Readers should consult with professionals or seek legal counsel relating to their specific circumstances.
Yes, in Kentucky, there is a fee of $40 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the Kentucky SOS.
No, there is no requirement of revenue department clearance till the time the SOS of Kentucky accepts the dissolution form.
The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.
If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.
Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee of the judge is $50, which can vary.
Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. Get a professional service to get everything done. We hope this article helps you to close your LLC in Kentucky. If you have any query do let us know in the comment box.