Clear guide to Kentucky LLC Articles of Dissolution, covering requirements, filing steps, effective dates, and responsibilities for dissolving an LLC correctly.
Guide to Kentucky LLC Articles of Dissolution and Requirements
Closing a Kentucky LLC requires filing the Kentucky LLC Articles of Dissolution with the Secretary of State to formally end the company’s legal existence. This filing confirms the LLC has met the requirements under KRS 275.285 and that members have authorized the decision to dissolve.
What Are the Kentucky LLC Articles of Dissolution?
The Kentucky LLC Articles of Dissolution (Form LLD) are the official documents used to notify the Kentucky Secretary of State that the LLC has chosen to dissolve. The form is required for all LLC types, including standard LLCs, nonprofit LLCs, and professional LLCs.
Kentucky Form LLD gathers essential information such as the LLC name, the statutory grounds for dissolution under KRS 275.285, and the selected effective date of dissolution. Filing this form begins the legal dissolution process, allowing the LLC to move into the winding-up stage, settle obligations, and close business operations.
Requirements Before Filing for LLC Dissolution
- Confirm the LLC Name Matches State Records
Before filing the Kentucky LLC Articles of Dissolution, the LLC must ensure its legal name is exactly the same as the name registered with the Kentucky Secretary of State. Even minor differences in spelling or punctuation may result in delays or rejection of Form LLD.
- Determine the Correct Ground for Dissolution Under KRS 275.285
The LLC must identify which statutory reason applies expiration of the LLC term, an event in the operating agreement, unanimous member consent, or dissolution due to having no members. Selecting the correct subsection ensures the filing complies with Kentucky law.
- Choose a Valid Effective Date (“Date Certain”)
Kentucky requires the dissolution date to be on or after the filing date. The LLC must choose a “date certain” that reflects when dissolution should legally take effect. If no date is selected, the filing becomes effective once approved by the state.
- Verify Who Is Authorized to Sign the Form
Only a member, manager, or another authorized individual may sign Kentucky Form LLD. Before filing, the LLC should confirm that the signer has proper authority under the operating agreement or Kentucky statutes.
What Are the Kentucky LLC Articles of Dissolution?
Grounds for Dissolution Under KRS 275.285
1. Expiration of LLC Term
If the LLC’s Articles of Organization specified a fixed duration, the LLC dissolves automatically once that term ends. This is one of the statutory grounds listed on the Kentucky LLC Articles of Dissolution, and the filer must select this option if applicable.
2. Events Stated in Formation Documents or Operating Agreement
Many LLCs include dissolution triggers within their operating agreement such as the death of a member, sale of assets, or a specific event approved by members. When such an event occurs, KRS 275.285 authorizes dissolution, and this must be reflected on Form LLD.
3. Written Consent of All Members
If members unanimously agree to dissolve the LLC, Kentucky permits dissolution based on written consent. This is one of the most common options when filing Kentucky Form LLD, especially for voluntary closure of small or single-member LLCs.
4. No Remaining Members
If an LLC loses its last member and no new member is admitted under the operating agreement, the LLC dissolves by statute. In this situation, the dissolution is recognized under KRS 275.285, and the filer must select this option when completing Form LLD.
Step-by-Step Guide to Completing Kentucky Dissolve
1. LLC Name
Enter the full and exact legal name of the LLC as it appears in the Kentucky Secretary of State records. Kentucky requires a perfect match, and any variation including spacing, punctuation, or abbreviations may delay the dissolution filing.
2. Reason for Dissolution
Select the appropriate statutory ground under KRS 275.285. This includes expiration of the LLC term, an event specified in formation documents, unanimous member consent, or dissolution due to having no members. Selecting the correct category ensures legal accuracy.
3. Effective Date (“Date Certain”)
Kentucky allows the LLC to choose when the dissolution becomes effective. The “date certain” must be on or after the filing date and cannot exceed the statutory limit. If no date is listed, dissolution becomes effective when filed by the Secretary of State.
4. Additional Information (Optional)
Form LLD provides space to add extra statements if needed. This may include clarifying dissolution circumstances, listing related documents, or providing details requested by legal counsel. Although optional, this section can help document the LLC’s internal decisions.
5. Authorized Signature Section
The Kentucky LLC Articles of Dissolution must be signed by an authorized individual, such as a member, manager, or another person permitted by the operating agreement. The signer must provide their printed name and title. Kentucky will not accept the form without a valid, complete signature block.
Step-by-Step Guide to Completing Kentucky Dissolve
Filing Instructions for Kentucky LLC Articles of Dissolution
- Complete All Required Sections of Form LLD
The LLC must fill out each section of the Kentucky Articles of Dissolution, including the LLC name, dissolution reason, effective date, and signature. Missing information can cause the filing to be returned unprocessed.
- Submit the Correct Number of Copies
Kentucky requires two copies of the dissolution filing, one for the Secretary of State and one for the LLC’s records with a stamped acknowledgment. Including the correct number of copies speeds up processing.
- File by Mail or Deliver In Person
Form LLD may be mailed to the Secretary of State or delivered in person to the Business Filings Division. In-person submission is often faster, while mailed filings should be sent using a trackable method.
- Add a Return Postcard if Confirmation Is Needed
If the LLC wants proof that the filing was received, a stamped, self-addressed postcard may be included. The Secretary of State will return the postcard with the filing date noted.
Post-Filing Responsibilities
- Complete the LLC’s Winding-Up Activities
After filing the Kentucky LLC Articles of Dissolution, the LLC must pay outstanding debts, collect remaining assets, complete contracts, notify creditors, and settle all business obligations. Dissolution filing alone does not finalize these duties.
- Close Business Accounts and Licenses
The LLC should close business bank accounts, cancel licenses or permits, and notify vendors, clients, and service providers that operations have ended.
- File Final Tax Returns and Handle Revenue Obligations
The LLC must submit any required federal, state, or local tax filings. Dissolution does not eliminate tax requirements, and final returns must reflect the end of operations.
- Maintain Records After Dissolution
Kentucky requires dissolved LLCs to retain dissolution documents, financial records, and tax filings for several years. These records may be needed to resolve future inquiries or audits.
Common Mistakes to Avoid
Using an Incorrect LLC Name
If the name on Form LLD does not match the name on file with the state, the document may be rejected. Accuracy is essential for successful filing.
Selecting the Wrong Reason for Dissolution
Choosing an incorrect subsection of KRS 275.285 can create compliance issues. The LLC should confirm exactly why dissolution is occurring before completing the form.
- Listing an Invalid Effective Date
The “date certain” must be valid under Kentucky rules. A date earlier than submission or a date outside allowable limits can cause delays.
- Submitting an Incomplete Form or Missing Signature
All sections of the Kentucky LLC Articles of Dissolution must be completed, and the form must be signed by an authorized representative. Missing or incomplete data is a frequent reason filings are returned.
- Assuming Dissolution Ends All Obligations Immediately
Filing Form LLD does not complete the winding-up process. The LLC must still address debts, final taxes, remaining assets, and legal notices.
Common Mistakes to Avoid
Frequently Asked Questions
1. Can an LLC delay its dissolution date?
Yes. Kentucky allows an LLC to choose a future effective date, known as a “date certain,” on Form LLD. This date must be on or after the date the form is filed with the Secretary of State. If no date is entered, the dissolution becomes effective immediately when the state files the document.
2. Is unanimous member consent always required?
No. Unanimous member consent is required only when dissolution is based on voluntary written agreement under KRS 275.285(1)(c). If the dissolution occurs because the LLC term expires or an event in the operating agreement is triggered, unanimous consent may not be required.
3. What happens if the LLC has no members?
If an LLC loses its last member and no replacement member is admitted according to the operating agreement, the LLC dissolves automatically under KRS 275.285(1)(d). In this situation, the authorized representative filing the Kentucky LLC Articles of Dissolution must indicate that dissolution occurred because the LLC no longer has any members.
4. Does Kentucky require publication or creditor notices?
Kentucky does not require public newspaper notice for LLC dissolution. However, the LLC is responsible for notifying creditors directly as part of its winding-up duties. This ensures creditors have the opportunity to present claims and allows the LLC to close its obligations properly.
5. Can dissolution be revoked after filing?
Yes. A Kentucky LLC may revoke its dissolution if it has not completed the winding-up process and if the members approve revocation according to the operating agreement. To reverse dissolution, the LLC must file Articles of Revocation of Dissolution with the Kentucky Secretary of State and meet all procedural requirements under Kentucky law.
Conclusion
Finalizing the Kentucky LLC Articles of Dissolution requires careful attention to the details in Form LLD, including selecting the correct statutory ground, entering an accurate “date certain,” and ensuring the authorized representative signs the filing properly.
For business owners who want a dependable service to manage this process, FastFile is a practical and trusted option. FastFile follows a clear and organized workflow that begins with reviewing your LLC records, confirming the correct dissolution basis under KRS 275.285, and preparing every required section of the dissolution form.
Their team checks for errors, verifies signatures, and ensures your filing meets Kentucky Secretary of State standards before submission. FastFile’s approach emphasizes accuracy, transparency, and consistent communication. You receive updates at each step, from document preparation to final confirmation of filing.
This level of attention helps prevent avoidable issues and allows your LLC to close smoothly. With FastFile, you gain a service known for reliability and careful handling of state filings ensuring your dissolution is completed correctly and efficiently from start to finish.