Nonprofit Corporation Administrative Dissolution and Reinstatement in Kentucky

At a glance

Requirements one by one

Grounds, notice, and status

A domestic nonprofit under KRS Chapter 273 is an entity under § 14A.1-070(3), (7). Sections 273.3671 and 14A.6-010(3) make its annual report due by June 30. Under § 14A.7-010(1), the secretary of state may begin administrative dissolution when the report is not delivered by its due date, after 60 days without a registered office or agent, after 60 days without notice of an office or agent change, discontinuance, or resignation, or for another applicable Chapter 14A or organic-law ground. Section 273.182 separately requires the nonprofit to maintain a Kentucky registered office and agent.

Section 14A.7-020(1)–(2) requires notice of the determination and measures the 60-day cure period from the date the notice was mailed. If the nonprofit does not cure every ground or convince the secretary that a ground does not exist, the secretary signs and files a certificate stating grounds and the effective dissolution date, then advises the nonprofit. Under § 14A.7-020(3)–(4), it continues only for winding up and liquidation, with its registered agent still authorized. Section 273.302 also preserves corporate litigation, property title, and agent authority through dissolution.

Reinstatement

Under § 14A.7-030(1), the nonprofit may apply at any time after administrative dissolution with its name and dissolution date, a cured-or-absent grounds statement, a name meeting § 14A.3-010, a Department of Revenue certificate that all taxes owed have been paid, and a representation that it has not taken winding-up, liquidation, and claimant-notice steps. It pays the $100 reinstatement penalty and $15 for each delinquent annual report under §§ 14A.7-030(1)(g) and 14A.2-060(1)(j), (2)(a). If the application satisfies the statute, the secretary cancels the dissolution certificate and files a certificate of existence. Reinstatement relates back to the effective dissolution date under § 14A.7-030(2)–(3).

What trips people up

The agent or office ground in § 14A.7-010(1)(b)–(c) has its own 60-day lapse or reporting period. The separate 60-day cure in § 14A.7-020(2) starts on mailing of the secretary's notice. Section 14A.7-030(4) bars reinstatement after the nonprofit has taken the necessary winding-up, liquidation, and claimant-notice action, even though subsection (1) sets no calendar filing cutoff. The Department of Revenue certificate is required at reinstatement; § 14A.7-010 does not itself list unpaid taxes as a dissolution ground.

Common questions

What if the old name is taken? Section 14A.7-030(1)(c) requires a reinstatement name satisfying § 14A.3-010(1), which generally requires distinction from names of record. Subsection (2) also specifies the nonprofit's permissible ending words.

Is there a separate court route for the same failures? Section 273.320 permits the attorney general to seek a circuit-court decree on listed report and agent defaults. That is distinct from the secretary's Chapter 14A administrative procedure.

Does reinstatement change agent liability for the gap? Section 14A.7-030(3)(c) determines an agent's liability as though administrative dissolution had not occurred.

Statutes and sources

• KRS § 14A.1-070 — “"Entity" means a corporation” and “a nonprofit corporation governed as to its internal affairs by KRS Chapter 273” (official statute, accessed 2026-09-28).
• § 273.3671 — “is subject to KRS 14A.6-010.” (official statute, accessed 2026-09-28).
• § 273.182 — “Each corporation shall continuously maintain in this state a registered office and a registered agent” (official statute, accessed 2026-09-28).
• § 14A.6-010 — “between January 1 and June 30 of each following calendar year” (official statute, accessed 2026-09-28).
• § 14A.7-010 — “The Secretary of State may commence a proceeding to administratively dissolve an entity” for listed defaults (official statute, accessed 2026-09-28).
• § 14A.7-020 — “within sixty (60) days from the date on which the notice was mailed” (official statute, accessed 2026-09-28).
• § 14A.7-030 — “may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution” (official statute, accessed 2026-09-28).
• § 14A.2-060 — “Reinstatement penalty following administrative dissolution” — “$ 100” (official statute, accessed 2026-09-28).
• § 14A.3-010 — “the real name of an entity or foreign entity shall be distinguishable from any name of record” (official statute, accessed 2026-09-28).
• § 273.302 — “Terminate the authority of the registered agent of the corporation” (official statute, accessed 2026-09-28).
• § 273.320 — “A corporation may be dissolved involuntarily by a decree of the Circuit Court in an action filed by the Attorney General” (official statute, accessed 2026-09-28).