Learn how to file the Kentucky Articles of Dissolution for corporations with clear steps, requirements, fees, and guidance for completing Form DIS correctly.
Guide to Kentucky Articles of Dissolution for Corporations
The Kentucky Articles of Dissolution are the official documents a profit corporation must file with the Kentucky Secretary of State when it decides to close permanently. This filing confirms that the corporation has followed state requirements under KRS 271B.14-030 and properly authorized its dissolution through shareholders or the board of directors.
What Are the Kentucky Articles of Dissolution?
The Kentucky Articles of Dissolution (Form DIS) serve as the legal notice to the Kentucky Secretary of State that a corporation has voted to dissolve and will no longer conduct business. The form collects key information such as the corporate name, authorization date, approval method, and voting results.
Filing this document is required before the corporation can complete wind-up activities such as paying debts, distributing assets, and closing tax accounts. In Kentucky, dissolution is not official until the Secretary of State receives and files Form DIS.
Requirements Before Filing for Dissolution
- Match the Corporate Name With State Records
Before filing the Kentucky Articles of Dissolution, the corporation must confirm that its legal name matches exactly with the name on file with the Kentucky Secretary of State. Any variation including punctuation or abbreviations may delay or invalidate the filing.
- Verify the Formal Authorization Date
The corporation must establish the official date dissolution was approved. This date must reflect the board or shareholder action recorded in corporate minutes, as required for Kentucky corporate dissolution.
What Are the Kentucky Articles of Dissolution?
- Confirm the Approval Method
Kentucky Form DIS requires the corporation to state whether dissolution was authorized by shareholders or solely by the board. The corporation must review its bylaws and capital structure to determine which method applies.
- Prepare Voting Information for Shareholder Approval
If shareholders approved the decision, the corporation must calculate and document the number of votes entitled to be cast and the votes supporting dissolution. This ensures compliance with KRS 271B.14-030.
- Determine Whether Voting Groups Exist
Corporations with multiple share classes must report voting results for each group separately. This step is required to validate that all eligible voting groups approved the dissolution.
Methods of Authorizing Corporate Dissolution
1. Dissolution by Shareholders
Shareholder approval is the most common method for authorizing dissolution under KRS 271B.14-030. The board proposes dissolution, and shareholders vote based on the corporation’s voting structure.
Form DIS requires disclosure of the total number of votes entitled to be cast, how many were cast in favor, and whether the votes were sufficient under the corporation’s bylaws or Kentucky law. If more than one voting group exists, each group must independently meet the approval requirement before the dissolution can proceed.
2. Dissolution by Board of Directors
In some situations, the board of directors may authorize dissolution without a shareholder vote. This can occur when the corporation has not issued shares or when shareholders do not yet exist.
In this circumstance, Form DIS requires the corporation to affirm that dissolution was approved solely by the board. The board must follow Kentucky procedures for recording and documenting the decision before filing.
Step-by-Step Guide to Completing Kentucky Dissovle
1. Corporate Name
Enter the exact corporate name as it appears in the Kentucky Secretary of State database. Even minor differences including punctuation or abbreviations can result in filing delays or rejection.
2. Authorization Date
Provide the date on which either the shareholders or the board formally approved the dissolution. This date must reflect the official meeting or written consent documented in the corporation’s records.
3. Approval Method
Indicate whether dissolution was approved by shareholders or solely by the board of directors. Kentucky Form DIS includes checkboxes for each option, and selecting the correct one ensures legal accuracy.
4. Shareholder Voting Information
If shareholders approved the dissolution, Form DIS requires detailed voting results. You must provide:
- The number of votes entitled to be cast
- The number of votes cast in favor of dissolution
- Whether these votes met the approval threshold
This section ensures the corporation followed Kentucky’s voting standards under KRS 271B.
5. Voting Groups (If Applicable)
If the corporation has multiple classes or groups of shares with separate voting rights, each group must provide its own vote count. Form DIS includes a separate section to confirm that each voting group had sufficient votes to approve dissolution.
6. Effective Date and Time
Most corporations choose the default option dissolution effective upon filing. Kentucky Form DIS allows an optional future effective date and time if the corporation wants dissolution to occur later. If provided, the date must not exceed 90 days from the filing.
7. Signature Requirements
The form must be signed by an authorized officer or the chairman of the board. The signer must include their printed name and title. Kentucky will not accept the form without a valid signature from an authorized corporate representative.
Step-by-Step Guide to Completing Kentucky Dissovle
Filing Instructions for Kentucky Articles of Dissolution
- Submit the Completed Kentucky Form DIS
The corporation must complete all required sections of Kentucky Form DIS, including voting details, authorization date, and signature fields. Incomplete forms cannot be processed.
- Include All Required Copies
Kentucky requires two copies of the Articles of Dissolution one for filing and one for the corporation’s records. Including the correct number of copies prevents administrative delays.
- Use the Correct Filing Delivery Method
Corporations may file by mail or deliver the documents in person to the Kentucky Secretary of State. If delivery confirmation is needed, the filer may attach a stamped return postcard.
- Provide an Alternate Return Address if Needed
Form DIS includes an optional section to request that correspondence be returned to a different address. This is helpful for corporations working with attorneys, accountants, or filing services.
Post-Filing Considerations
- Dissolution Does Not End All Corporate Duties
Filing Kentucky Form DIS legally dissolves the corporation, but the entity must still complete its wind-up tasks. These include paying outstanding debts, closing accounts, and liquidating assets.
- Notify Creditors and Business Partners
After dissolution, the corporation should inform creditors, vendors, and clients that it will no longer conduct business. This prevents confusion and reduces risk of disputes.
- Close Tax Accounts and File Final Returns
The corporation must complete all state and federal tax responsibilities, including any final returns. Dissolution does not automatically close tax obligations.
- Maintain Corporate Records After Dissolution
Kentucky requires corporations to retain dissolution records, tax filings, and governance documents for several years. Proper record retention helps resolve future legal or tax inquiries.
Common Mistakes to Avoid
- Submitting a Corporate Name That Does Not Match State Records
Any inconsistency with the Secretary of State’s records can result in rejection. The name must be identical to the registered corporate name.
- Incorrect or Missing Voting Information
Failure to include the exact number of votes entitled to be cast or the number supporting dissolution is one of the most frequent errors in Kentucky Articles of Dissolution filings.
- Using the Wrong Approval Method
Corporations sometimes mislabel whether the board or shareholders approved the action. The filer must confirm the correct approval type before submitting Form DIS.
- Missing or Invalid Signature
Only an authorized officer or the chairman of the board may sign Form DIS. Kentucky will not accept filings signed by unauthorized individuals.
- Forgetting Required Filing Copies or the Fee
Filings missing the required number of copies or the $40 payment will be returned unprocessed, delaying the dissolution.
Common Mistakes to Avoid
Frequently Asked Questions
1. What if shareholder votes are disputed?
If shareholder votes are disputed, the corporation cannot simply rely on contested counts. Kentucky Form DIS requires reporting only undisputed votes supporting dissolution.
If disputes exist, the corporation must resolve them internally through corrected vote counts, shareholder meetings, or legal review before filing the Kentucky Articles of Dissolution, because the state accepts only undisputed voting results.
2. Can a corporation delay the effective date?
Yes. Kentucky allows a corporation to choose a future effective date and time on Form DIS. The date must be within 90 days of filing. If no future date is entered, dissolution becomes effective immediately upon filing with the Kentucky Secretary of State.
3. What must be done after filing Articles of Dissolution?
After filing the Articles of Dissolution, the corporation must complete all wind-up activities. This includes paying debts, closing business accounts, notifying creditors or vendors, distributing remaining assets to shareholders, filing final tax returns, and maintaining records as required by Kentucky law.
4. Is publication or creditor notice required?
Kentucky law does not require publication notice as part of filing the Articles of Dissolution. However, corporations are responsible for notifying creditors directly as part of the wind-up process. This step helps limit future claims and ensures proper closure of business obligations.
Conclusion
Bringing a Kentucky corporation to a proper close requires precise documentation, accurate vote reporting, and full compliance with state rules. Filing the Kentucky Articles of Dissolution through Form DIS is a critical legal step, and completing it correctly helps prevent delays, errors, or future disputes.
If you want a trusted partner to handle the dissolution process, FastFile offers a dependable solution designed for accuracy and peace of mind. FastFile manages each step with a structured workflow reviewing your corporate records, preparing all required forms, confirming state compliance, and submitting your dissolution package promptly.
Every filing is handled with a commitment to quality and professionalism, ensuring your corporation’s closure is completed correctly the first time. With FastFile, you gain a service built on reliability, transparency, and attention to detail.
Whether your corporation needs help interpreting requirements, preparing Form DIS, or navigating state procedures, FastFile provides clear guidance and smooth execution from start to finish so you can move forward confidently knowing your dissolution is in capable hands.