Kentucky: Corporation Voluntary Dissolution and Closure Requirements
verified against the statute 2026-08-22
17 statute sources
The short answer
A Kentucky corporation ordinarily uses a board proposal and approval by a majority of all votes entitled to be cast, then files $40 Articles of Dissolution with the Secretary of State. A corporation with no issued shares or no commenced business may use a simpler route. It continues for winding up, both claim-notice procedures are optional, and dissolution may be revoked within 120 days.
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This is the general rule in Kentucky. Ask about your specific facts and see which parts of current Kentucky law apply, with citations to the statutes.
| Governing law, entity, and route scope | Kentucky Business Corporation Act, KRS Chapter 271B, chiefly Subtitle 14, plus Chapter 14A filing rules; an ordinary domestic corporation files Articles of Dissolution with the Secretary of State. Voluntary, administrative, judicial, and foreign-withdrawal routes are separate (KRS § 271B.14-010; § 271B.14-030; § 271B.14-300; SOS dissolution guidance) |
|---|---|
| Pre-share or pre-business simplified route | Available if either no shares have issued or business has not commenced. A majority of incorporators or initial directors authorizes; no debt may remain unpaid and, if shares issued, net assets remaining after winding up must be distributed. Articles state name, incorporation date, eligibility choice, debt/distribution facts, and majority authorization (KRS § 271B.14-010; Form IPD) |
| Board proposal, recommendation, and conditions | Board proposes dissolution and recommends it unless conflict or special circumstances justify no recommendation and the basis is communicated. The board may condition submission on any basis. Revocation uses the same authorization method unless the original authorization reserved board-only revocation (KRS § 271B.14-020; § 271B.14-040) |
| Shareholder notice, vote, consent, and groups | Notify every shareholder, voting or not, 10-60 days before the meeting and state the dissolution purpose. Unless articles or board condition requires more or group voting, approval is a majority of all votes entitled to be cast. Written action defaults to unanimity; articles may permit at least 80%, or a higher applicable threshold, with 10-day advance notice to nonvoters whose consent is not solicited and prompt notice to nonconsenters (KRS § 271B.7-040; § 271B.7-050; § 271B.14-020) |
| Dissolution filing, signer, fee, and effect | Ordinary articles state name, authorization date, entitled votes, votes for/against or undisputed-for recital, and separate group figures if required. Chair, president, another officer, authorized representative, pre-director incorporator, or court fiduciary may execute. Current forms require an officer/chair signature under perjury and one copy by mail/in person. $40 filing; current forms take effect on filing, while a custom filing may use Chapter 14A's delayed date up to 90 days (KRS § 14A.2-020; § 14A.2-070; § 271B.14-030; Forms DIS/IPD) |
| Reports, tax clearance, and agency steps | No Revenue clearance, final return, unemployment letter, or good-standing certificate accompanies the articles. SOS immediately forwards a copy to Revenue, and dissolution does not alter federal/state return, payment, assessment, or collection duties. SOS separately recommends contacting Revenue, Unemployment Insurance, county, and licensing agencies. Revocation costs $15 (KRS § 271B.1-220; § 271B.14-030; § 271B.14-050; SOS guidance) |
| Winding up, liabilities, and distributions | Dissolved corporation continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute remaining property by shareholder interests, and complete winding up. Title, share transfers, governance rules, suits, pending proceedings, and registered-agent authority continue; tax duties also remain. No later terminal filing is stated (KRS § 271B.14-050) |
| Known, unknown, and contingent claims | Both procedures are optional. Known-claim notice gives at least 120 days to submit and 90 days after rejection to sue; contingent, later-event, and federal/state tax claims are excluded. One county publication creates a two-year enforcement bar for unnotified, unacted-on, contingent, and later-event claims. Claims may reach undistributed assets or a shareholder up to the lesser of pro rata claim share or liquidation assets received (KRS § 271B.14-060; § 271B.14-070) |
| Revocation, termination, and survival | Revoke within 120 days by the original authorization method unless board-only action was reserved; file $15 Articles of Revocation plus the dissolution articles. Effect relates back to dissolution and business continues as if dissolution or revocation never occurred. Chapter 271B states no later termination filing or fixed survival period: corporate existence, property title, governance, agent authority, liabilities, claims, and proceedings continue for winding up (KRS § 271B.14-040; § 271B.14-050; § 271B.1-220; § 14A.7-030) |
| Foreign, insolvency, and judicial boundaries | Domestic dissolution does not withdraw registrations elsewhere or close taxes, licenses, permits, contracts, titles, accounts, or assumed names. A foreign entity separately files a Certificate of Withdrawal. Director/shareholder deadlock, illegal or fraudulent control, insolvent-creditor claims, receivership/custodianship, or court-supervised voluntary dissolution use judicial routes (KRS § 271B.14-300; SOS dissolution guidance) |
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Source links
Every statute quoted above, linked, with the date we checked it.
KRS § 271B.14-010
· accessed 2026-08-22
KRS § 271B.14-020
· accessed 2026-08-22
KRS § 271B.7-040
· accessed 2026-08-22
KRS § 271B.7-050
· accessed 2026-08-22
KRS § 271B.14-030
· accessed 2026-08-22
KRS § 14A.2-020
· accessed 2026-08-22
KRS § 14A.2-070
· accessed 2026-08-22
KRS § 271B.1-220
· accessed 2026-08-22
KRS § 271B.14-040
· accessed 2026-08-22
KRS § 14A.7-030(3)
· accessed 2026-08-22
KRS § 271B.14-050
· accessed 2026-08-22
KRS § 271B.14-060
· accessed 2026-08-22
KRS § 271B.14-070
· accessed 2026-08-22
KRS § 271B.14-300
· accessed 2026-08-22
Kentucky Secretary of State Form IPD (July 2025)
· accessed 2026-08-22
Kentucky Secretary of State Form DIS (July 2025)
· accessed 2026-08-22
Kentucky Secretary of State, Voluntary Dissolution
· accessed 2026-08-22
This page is general legal information about consensually dissolving and closing an ordinary solvent domestic private for-profit corporation, not legal, tax, accounting, insolvency, creditor-rights, securities, licensing, or litigation advice. A board or shareholder vote may authorize dissolution without completing winding up or ending legal existence. Debts, known and contingent claims, reserves, distributions, annual reports, state tax clearance, forms, fees, filing methods, revocation, termination, and survival rules vary and can change. An accepted filing does not by itself close federal or state tax accounts, payroll, licenses, permits, bank accounts, contracts, titles, trademarks, assumed names, lawsuits, or foreign registrations. Nonprofit, professional, benefit, public, regulated, foreign, insolvent, merged, converted, administratively dissolved, judicially dissolved, receivership, bankruptcy, and disputed corporations may require different procedures. Verified against the cited official sources on the date shown; confirm current instructions with filing and revenue agencies and obtain licensed advice before distributing assets or relying on dissolution.
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