How to Dissolve an LLC in Kentucky

What Dissolving an LLC Means in Kentucky

Kentucky law separates the event that causes dissolution from the later winding-up work. Under KRS 275.285, a Kentucky LLC dissolves when the first applicable statutory event occurs. The company then begins winding up its affairs and may no longer carry on ordinary business except activity appropriate to winding up and liquidation.

Before You File: Approve the Dissolution

Check the operating agreement first. Kentucky law recognizes an event stated in the articles of organization or written operating agreement. Unless the operating agreement provides otherwise, the standard voluntary member-driven route is the written consent of all members. Other statutory dissolution events can also apply.

File Kentucky Articles of Dissolution

After dissolution under the applicable provisions of KRS 275.285, Kentucky requires the LLC to file Articles of Dissolution with the Secretary of State. The current Secretary of State form, revised 7/25, lists a $40 filing fee.

KRS 275.315 requires the Articles to state the LLC name, the subsection of KRS 275.285 under which the LLC dissolved, and the effective date of dissolution as a date certain. The company may include other information the filing members or managers consider appropriate.

Wind Up the Kentucky LLC

KRS 275.300 says a dissolved LLC continues its existence but cannot carry on ordinary business except what is appropriate to wind up and liquidate. Winding up includes collecting assets, disposing of property that will not be distributed in kind, discharging or making provision for liabilities, distributing remaining property, and taking other necessary closeout actions.

Creditor Claims and Optional Publication

Kentucky has statutory procedures for handling claims against a dissolved LLC. KRS 275.325 says a dissolved LLC may publish a notice of dissolution in a newspaper of general circulation in the county of its principal office (or registered office if there is no principal office in Kentucky).

If used correctly, the statutory notice can affect claim deadlines. Because creditor claims can involve significant legal consequences, an LLC with disputed, contingent or material liabilities should use advice tailored to its facts.

Close Kentucky Tax Accounts Separately

The Secretary of State filing does not automatically cancel Kentucky Department of Revenue accounts. Kentucky DOR provides an account-cancellation process and Form 10A104 for updating or canceling applicable business tax accounts.

Form 10A104 contains an important LLC-specific instruction: a Kentucky-organized corporation or limited liability pass-through entity should not file its final income/LLET return before it is officially dissolved under Kentucky law. The income/LLET account is canceled with the filing of the final return.

What Happens After the Kentucky Filing

Filing the Articles gives public notice of the dissolution for certain Kentucky statutory purposes, but the LLC remains in existence for winding up. Complete the remaining liabilities, asset distributions, tax filings and other closeout tasks, and keep the filed Articles with the company's permanent records.

The Kentucky Secretary of State also recommends checking for separate obligations with the IRS, Kentucky Department of Revenue, Kentucky Department of Unemployment Insurance, the county clerk and any licensing agency that applies to the business.

Close the Remaining Business Accounts

• Kentucky DOR: cancel applicable accounts and file the correct final returns after the entity is officially dissolved when required.
• Unemployment insurance: close the employer account if the LLC had Kentucky employees.
• County/local/professional licenses: cancel registrations separately where applicable.
• EIN: use LLC School's Cancel or Close an EIN guide for the separate federal process.
• Foreign registrations: withdraw separately in other states where the Kentucky LLC qualified to do business.

Common Kentucky LLC Dissolution Mistakes

• Using a generic majority-vote rule instead of Kentucky's all-member written-consent default when the operating agreement does not provide otherwise.
• Failing to identify the correct KRS 275.285 subsection and date certain on the Articles of Dissolution.
• Calling creditor newspaper publication mandatory when Kentucky law makes it optional.
• Filing a final Kentucky income/LLET return too early when the LLC's tax classification requires official dissolution first.
• Assuming the Secretary of State filing automatically closes tax, unemployment, county or licensing accounts.

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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