LLC Administrative Dissolution and Involuntary Termination in Kentucky
At a glance
| Law, agency and LLC scope | KRS §§ 275.190, 14A.7-010–030; Secretary of State may administratively dissolve a domestic LLC. |
|---|---|
| Grounds and trigger dates | Annual report missed by June 30; agent/office missing 60 days; relevant change unreported 60 days; other chapter/organic-law grounds (§§ 14A.6-010(3), 14A.7-010). |
| Agency notice | Secretary may begin; on finding a ground, must advise the LLC of that determination by mailed notice (§§ 14A.7-010(1), 14A.7-020(1)–(2)). |
| Cure or response window | 60 days from mailing of ground notice to correct each ground or satisfy Secretary that it does not exist (§ 14A.7-020(2)). |
| Action and effective date | After uncured 60 days, Secretary signs certificate stating grounds/effective date, files original, and advises LLC (§ 14A.7-020(2)); filing is a dissolution event (§ 275.285(6)). |
| Status, activity and service | LLC continues only to wind up and liquidate; administrative dissolution does not end registered-agent authority (§ 14A.7-020(3)–(4)). |
| Special routes and effects | Department of Revenue tax-paid certificate is required for reinstatement (§ 14A.7-030(1)(d)); no separate agency path described in cited procedure. |
| Route back and limits | Apply any time before completed winding up/claimant notice; Revenue certificate and other proof/fees required; reinstatement relates back (§ 14A.7-030). |
Requirements one by one
Grounds and the two clocks
KRS § 275.190 subjects a Kentucky LLC to the annual-report rule. Section 14A.6-010(3) puts subsequent reports between January 1 and June 30 each year. Under § 14A.7-010(1), a missed due date is one ground for the Secretary of State to begin administrative dissolution. The other stated grounds include an office or agent absent for 60 days, or a relevant office/agent change left unreported for 60 days; subsection (d) preserves any other reason supplied by Chapter 14A or the entity’s organic law.
Determination, cure, and certificate
If the Secretary finds a ground, KRS § 14A.7-020(1) requires a determination notice to the LLC. Subsection (2) measures 60 days from the date the notice was mailed to correct every ground or satisfy the Secretary that it does not exist. If the LLC does neither, the Secretary signs a certificate reciting the grounds and effective date, files the original, and advises the LLC. KRS § 275.285(6) names filing of that certificate as an LLC dissolution event. The overdue report and the final certificate are distinct steps.
After dissolution and the route back
Under KRS § 14A.7-020(3)–(4), the LLC stays in existence only for winding up and liquidation, and its registered agent remains authorized. Section 14A.7-030(1) permits a reinstatement application at any time after the effective date, with a statement that the grounds are eliminated or absent, a Department of Revenue tax-paid certificate, a no-winding-up representation, and the prescribed penalty and delinquent-report fees. Subsection (3) relates an effective reinstatement back to dissolution. Subsection (4) bars reinstatement once the LLC has taken the necessary steps to wind up, liquidate, and notify claimants.
What trips people up
The 60-day agent/office lapse in § 14A.7-010 is a trigger period; the 60-day response in § 14A.7-020 starts only when the Secretary mails the ground notice. A missed June 30 report is likewise a ground to start the process, rather than an immediate dissolution.
Common questions
Does the registered agent’s authority end at dissolution? No. KRS § 14A.7-020(4) expressly preserves it.
Is reinstatement always available eventually? Section 14A.7-030(4) prohibits it after the LLC has completed the described winding-up, liquidation, and claimant-notice steps.
Statutes and sources
- KRS § 275.190 — “Each limited liability company and each foreign limited liability company qualified to transact business in this Commonwealth is subject to KRS 14A.6-010.” Official statute PDF (accessed 2026-09-26).
- KRS § 14A.6-010 — “Subsequent annual reports shall be delivered to the Secretary of State between January 1 and June 30 of each following calendar year.” Official statute PDF (accessed 2026-09-26).
- KRS § 14A.7-010 — “The Secretary of State may commence a proceeding to administratively dissolve an entity:” Official statute PDF (accessed 2026-09-26).
- KRS § 14A.7-020 — “The administrative dissolution of an entity shall not terminate the authority of its registered agent.” Official statute PDF (accessed 2026-09-26).
- KRS § 14A.7-030 — “An entity administratively dissolved under KRS 14A.7-020 or predecessor law may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution.” Official statute PDF (accessed 2026-09-26).
- KRS § 275.285 — “Filing of a certificate of dissolution by the Secretary of State under KRS 14A.7-020;” Official statute PDF (accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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