Nonprofit Corporation Voluntary Dissolution Filing Requirements in Kansas

At a glance

Requirements one by one

Count the nonprofit voters

K.S.A. § 17-6805(a)(2) selects members entitled to elect the governing body and any additional members entitled under the articles or bylaws to vote on dissolution, “voting at the meeting.” This is the special rule for an ordinary nonprofit nonstock corporation. The governing body performs the board's dissolution acts under § 17-6804(a), including adoption by a majority of the whole body. If there is no member entitled to vote, § 17-6805(a) instead lets a majority of the governing body then in office authorize dissolution at its meeting.

Section 17-6505(b)–(c) supplies the ordinary one-vote-per-member and quorum rules, subject to governing documents. It also addresses a required separate class or group vote. Section 17-6002(a)(4)(B) permits membership classes with different voting powers. Identify the eligible voters before applying the dissolution threshold.

Match the certificate to the route

The shortcut in § 17-6805(b) depends on not having commenced the business for which the corporation was organized. Its certificate conforms as nearly as possible to § 17-6803, including the relevant capital, debt, and surrender recitals. The governing body acts if one exists; incorporators act if it does not.

The ordinary certificate adapts § 17-6804(d)'s name, authorization date, approval recital, and officer/director postal-address contents to the nonstock corporation. Section 17-7908(a) provides the signer hierarchy and § 17-7909 makes execution an affirmation under penalty of perjury. A delayed filing can be terminated or its future effective date amended by another certificate filed before that date under § 17-7911.

Reversal and remaining assets

Section 17-7001(f) expressly covers a nonstock corporation dissolved under § 17-6805. Approval follows a manner analogous to the original dissolution, including an applicable member vote, and the certificate contains information comparable to subsection (a)(4). Subsections (b) and (d) govern restored business power and a name already taken by another entity.

Under § 17-6807(a), a proceeding begun before dissolution or within the statutory three-year period continues until its judgments, orders, or decrees are fully executed. Ordinary business does not continue under that winding-up authority.

Section 17-6805a treats the articles of a nonprofit otherwise qualifying for the specified federal exemption as containing an exempt-purpose or public-government distribution clause. Assets not disposed of accordingly are disposed of by the district court for the specified purposes. Section 17-6810(f) separately makes member-distribution provisions yield to conflicting law, articles, or bylaws.

What trips people up

The consent routes have different denominators. Under § 17-6805(a), dispensing with governing-body action requires written consent of all members entitled to vote. With the usual governing-body proposal, § 17-6518(b)–(c) permits member consent at the minimum needed if all eligible members attended and voted, unless the articles provide otherwise; sufficient consents must be delivered within 60 days. Subsection (e) requires prompt notice to eligible nonconsenters after less-than-unanimous action. A meeting denominator cannot simply be copied into a consent campaign.

Common questions

Can the governing body reserve power to abandon the proposal?

Yes. Section 17-6804(e), expressly referring to nonstock members under § 17-6805, permits the authorizing resolution to reserve abandonment without further member action.

Can the corporation dissolve while state corporate fees remain unpaid?

Section 17-6806 says: “No corporation shall be dissolved under this act until all corporate fees due to or assessable by the state have been paid by the corporation.”

Statutes and sources

K.S.A. § 17-6805

(a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by K.S.A. 17-6804, and amendments thereto, to be performed by the board of directors of a corporation having capital stock. The following members of a nonstock corporation shall perform all the acts necessary for dissolution which are required by K.S.A. 17-6804, and amendments thereto, to be performed by the stockholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the secretary of state pursuant to K.S.A. 17-6804(d), and amendments thereto: (1) Any members entitled to vote for the election of the members of its governing body and any other members entitled to vote for dissolution under the articles of incorporation or the bylaws of such corporation, except those corporations that are the subject of the next paragraph; or (2) in the case of a nonprofit nonstock corporation, other than a nonprofit dental service corporation organized and operated under the nonprofit dental service corporation act, K.S.A. 40-19a01 et seq., and amendments thereto, any members entitled to vote for the election of the members of its governing body and any other members entitled to vote for dissolution under the articles of incorporation or the bylaws of such corporation voting at the meeting. If there is no member entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a nonstock corporation shall conform as nearly as may be to the proceedings prescribed by K.S.A. 17-6804, and amendments thereto, for the dissolution of corporations having capital stock. (b) If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation's rights and franchises by filing in the office of the secretary of state a certificate, executed by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by K.S.A. 17-6803, and amendments thereto.

Official text (accessed 2026-09-30).

K.S.A. § 17-6803

If a corporation has not issued shares or has not commenced the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the articles of incorporation or have been elected, a majority of the directors, may surrender all of the corporation's rights and franchises by filing in the office of the secretary of state a certificate, executed by a majority of the incorporators or directors, stating that: (a) No shares of stock have been issued or that the business or activity for which the corporation was organized has not been begun; (b) no part of the capital of the corporation has been paid or, if some capital has been paid, that the amount actually paid in for the corporation's shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto; (c) if the corporation has begun business but it has not issued shares, all debts of the corporation have been paid; (d) if the corporation has not begun business but has issued stock certificates, all issued stock certificates, if any, have been surrendered and canceled; and (e) all rights and franchises of the corporation are surrendered. Upon such certificate becoming effective in accordance with K.S.A. 17-7911, and amendments thereto, the corporation shall be dissolved.

Official text (accessed 2026-09-30).

K.S.A. § 17-6804

(a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution to be given to each stockholder entitled to vote thereon as of the record date for determining the stockholders entitled to notice of the meeting. (b) At the meeting a vote shall be taken upon the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certificate of dissolution shall be filed with the secretary of state pursuant to subsection (d). (c) Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the secretary of state pursuant to subsection (d). (d) If dissolution is authorized in accordance with this section, a certificate of dissolution shall be executed and filed, and shall become effective, in accordance with K.S.A. 17-7908 through 17-7911, and amendments thereto. Such certificate of dissolution shall set forth: (1) The name of the corporation; (2) the date dissolution was authorized; (3) that the dissolution has been authorized by the board of directors and stockholders of the corporation, in accordance with subsections (a) and (b), or that the dissolution has been authorized by all of the stockholders of the corporation entitled to vote on a dissolution, in accordance with subsection (c); and (4) the names and postal addresses of the directors and officers of the corporation. (e) The resolution authorizing a proposed dissolution may provide that notwithstanding authorization or consent to the proposed dissolution by the stockholders, or the members of a nonstock corporation pursuant to K.S.A. 17-6805, and amendments thereto, the board of directors or governing body may abandon such proposed dissolution without further action by the stockholders or members. (f) Upon a certificate of dissolution becoming effective in accordance with K.S.A. 17-7911, and amendments thereto, the corporation shall be dissolved.

Official text (accessed 2026-09-30).

K.S.A. § 17-6505

(b) Unless otherwise provided in the articles of incorporation or the bylaws of a nonstock corporation, and subject to subsection (f), each member shall be entitled at every meeting of members to one vote on any matter submitted to a vote of members. A member may exercise such voting rights in person or by proxy, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. (c) Unless otherwise provided in this code, the articles of incorporation or bylaws of a nonstock corporation may specify the number of members having voting power who shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business. In the absence of such specification in the articles of incorporation or bylaws of a nonstock corporation: (1) One-third of the members of such corporation present in person or represented by proxy after proper notice has been given shall constitute a quorum at a meeting of such members; (2) in all matters other than the election of the governing body of the corporation, the affirmative vote of a majority of such members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by this code, the articles of incorporation or bylaws; (3) members of the governing body shall be elected by a plurality of the votes of the members of the corporation present in person or represented by proxy at the meeting and entitled to vote thereon; and (4) where a separate vote by a class or group or classes or groups is required, a majority of the members of such class or group or classes or groups, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of members of the governing body, the affirmative vote of the majority of the members of such class or group or classes or groups present in person or represented by proxy at the meeting shall be the act of such class or group or classes or groups.

Official text (accessed 2026-09-30).

K.S.A. § 17-6512

(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. (b) Unless otherwise provided in this code, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

Official text (accessed 2026-09-30).

K.S.A. § 17-6518

(b) Unless otherwise provided in the articles of incorporation, any action required by this code to be taken at a meeting of the members of a nonstock corporation, or any action that may be taken at any meeting of the members of a nonstock corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, are signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section. (c) A consent must be set forth in writing or in an electronic transmission. No consent shall be effective to take the corporate action referred to in such consent unless signed by a sufficient number of holders or members to take action are delivered to the corporation in the manner required by this section within 60 days of the first date when a consent is so delivered to the corporation. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such a consent will be effective at a future time, including a time determined upon the happening of an event, no later than 60 days after such instruction is given or such provision is made, if evidence of such instruction or provision is provided to the corporation. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. All references to a "consent" in this section mean a consent permitted by this section.

Official text (accessed 2026-09-30).

K.S.A. § 17-6518

(e) Prompt notice of the taking of any corporate action without a meeting by less than unanimous consent shall be given to those stockholders or members who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consent or consents signed by a sufficient number of stockholders or members to take the action were delivered to the corporation as provided in this section. In the event that the action that is consented to is such as would have required the filing of a certificate under any other section of this code, if such action had been voted on by stockholders or members at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section concerning any vote of stockholders or members, that consent has been given in accordance with the provisions of this section.

Official text (accessed 2026-09-30).

K.S.A. § 17-7908

(a) Documents related to corporations shall be executed in the following manner: (1) The articles of incorporation for all corporations, and any other document to be filed before the election of the initial board of directors, if the initial directors were not named in the articles of incorporation, shall be signed by the incorporator or incorporators or, in the case of any such other document, such incorporator's or incorporators' successors and assigns. If any incorporator is not available, then any such other document may be signed, with the same effect as if such incorporator had signed it, by any person for whom or on whose behalf such incorporator, in executing the articles of incorporation, was acting directly or indirectly as an employee or agent, except that such other document shall state that such incorporator is not available and the reason therefore, that such incorporator in executing the articles of incorporation was acting directly or indirectly as an employee or agent for or on behalf of such person and that such person's signature on such instrument is otherwise authorized and not wrongful. (2) All documents related to a corporation that are not addressed by subsection (a)(1), shall be signed: (A) By any authorized officer of the corporation; (B) if it appears from the document that there are no such officers, by a majority of the directors or by such directors as may be designated by the board; (C) if it appears from the document that there are no such officers or directors, by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or (D) by the holders of record of all outstanding shares of stock.

Official text (accessed 2026-09-30).

K.S.A. § 17-7909

(a) The execution of any document required to be filed by chapter 17 of the Kansas Statutes Annotated, and amendments thereto, and by this act with the secretary of state shall constitute an oath or affirmation, under the penalties of perjury, that the facts stated in the document are true and that any power of attorney used in connection with the execution is in proper form and substance. (b) This section shall take effect on and after January 1, 2015.

Official text (accessed 2026-09-30).

K.S.A. § 17-7911

Any document that is required by this act to be filed with the secretary of state shall be effective upon its filing date. Any document may provide that it is not to become effective until a specified date subsequent to its filing date, but such date shall not be later than 90 days after its filing date. If any document filed in accordance with this act provides for a future effective date and the transaction is terminated or its terms are amended to change the future effective date prior to the future effective date, the document shall be terminated or amended by the filing, prior to the future effective date, of a certificate of termination or a certificate of amendment of the original document, executed and filed in accordance with this section. The certificate shall identify the document which has been terminated or amended, and shall state that the document has been terminated or the manner in which it has been amended.

Official text (accessed 2026-09-30).

K.S.A. § 17-6806

No corporation shall be dissolved under this act until all corporate fees due to or assessable by the state have been paid by the corporation.

Official text (accessed 2026-09-30).

K.S.A. § 17-6807

(a) All corporations, whether they expire by their own limitation or are otherwise dissolved, including revocation or forfeiture of articles of incorporation pursuant to K.S.A. 17-6812 or 17-7510, and amendments thereto, shall be continued, nevertheless, for the term of three years from such expiration or dissolution or for such longer period as the district court in its discretion shall direct, bodies corporate for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, to discharge their liabilities and to distribute to their stockholders any remaining assets, but not for the purpose of continuing the business for which the corporation was organized. With respect to any action, suit or proceeding begun by or against the corporation either prior to or within three years after the date of its expiration or dissolution, the action shall not abate by reason of the dissolution of the corporation. The corporation shall, solely for the purpose of such action, suit or proceeding, be continued as a body corporate beyond the three-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the district court.

Official text (accessed 2026-09-30).

K.S.A. § 17-7001

(f) At any time prior to the expiration of three years following the dissolution of a nonstock corporation pursuant to K.S.A. 17-6805, and amendments thereto, or such longer period as the district court may have directed pursuant to K.S.A. 17-6807, and amendments thereto, or, at any time prior to the expiration of three years following the expiration of the time limited for a nonstock corporation's existence as provided in its articles of incorporation or such longer period as the district court may have directed pursuant to K.S.A. 17-6807, and amendments thereto, a nonstock corporation may revoke the dissolution effected by it or restore its articles of incorporation after it has expired by limitation in a manner analogous to that by which the dissolution was authorized or, in the case of a restoration, in the manner in which an amendment to the articles of incorporation to change the period of the corporation's duration would have been authorized at the time of its expiration by limitation, including: (1) If applicable, a vote of the members entitled to vote, if any, on the dissolution or the amendment; and (2) the filing of a certificate of revocation of dissolution or a certificate of restoration containing information comparable to that required by subsection (a)(4). Notwithstanding the provisions of this subsection, only subsections (b), (d) and (e) shall apply to nonstock corporations.

Official text (accessed 2026-09-30).

K.S.A. § 17-7001

(b) Upon the effective time of filing in the office of the secretary of state of the certificate of revocation of dissolution or the certificate of restoration, the revocation of the dissolution or the restoration of the corporation shall become effective and the corporation may again carry on its business.

Official text (accessed 2026-09-30).

K.S.A. § 17-7001

(d) If, after the dissolution became effective or after the expiration by limitation, any other entity identified in K.S.A. 17-7918, and amendments thereto, shall have adopted the same name as the corporation, or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation, or any foreign covered entity shall have qualified to do business in this state under the same name as the corporation or under a name so nearly similar thereto as not to distinguish it from the corporation, then, in such case, the corporation shall not be reinstated under the same name that it bore when its dissolution became effective or it expired by limitation, but shall adopt and be reinstated or restored under some other name, and in such case the certificate to be filed under this section shall set forth the name borne by the corporation at the time its dissolution became effective or it expired by limitation and the new name under which the corporation is to be reinstated.

Official text (accessed 2026-09-30).

K.S.A. § 17-6805a

Notwithstanding any provision of law or the articles of incorporation, the articles of incorporation of each nonprofit corporation that qualifies otherwise for an exemption under section 501(c)(3) of the internal revenue code of 1986, 26 U.S.C. § 501(c)(3), shall be considered to contain the following provision: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the internal revenue code of 1986 or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for such purposes.

Official text (accessed 2026-09-30).

K.S.A. § 17-6810

(f) In the case of a nonprofit nonstock corporation, provisions of this section regarding distributions to members shall not apply to the extent that those provisions conflict with any other applicable law or with that corporation's articles of incorporation or bylaws.

Official text (accessed 2026-09-30).

K.S.A. § 17-6002

(B) (i) The provisions of this subsection shall not apply to nonstock corporations. In the case of nonstock corporations, the fact that they are not authorized to issue capital stock shall be stated in the articles of incorporation. The conditions of membership, or other criteria for identifying members, of nonstock corporations shall likewise be stated in the articles of incorporation or bylaws. Nonstock corporations shall have members, but failure to have members shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation. (ii) Nonstock corporations may provide for classes or groups of members having relative rights, powers and duties, and may make provision for the future creation of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members. Except as otherwise provided in this code, nonstock corporations may also provide that any member or class or group of members shall have full, limited or no voting rights or powers, including that any member or class or group of members shall have the right to vote on a specified transaction even if that member or class or group of members does not have the right to vote for the election of the members of the governing body of the corporation. Voting by members of a nonstock corporation may be on a per capita, number, financial interest, class, group or any other basis set forth. (iii) The provisions referred to in paragraph (4)(B)(ii) may be set forth in the articles of incorporation or bylaws. If neither the articles of incorporation nor bylaws of a nonstock corporation state the conditions of membership, or other criteria for identifying members, the members of the corporation shall be deemed to be those entitled to vote for the election of the members of the governing body pursuant to the articles of incorporation or bylaws of such corporation or otherwise until thereafter otherwise provided by the articles of incorporation or bylaws;

Official text (accessed 2026-09-30).

Kansas Secretary of State Form DS (January 23, 2026)

Not-For-Profit Corporation: Paper Certificate of Dissolution:.................. $20 Online Certificate of Dissolution:................. $20

Official text (accessed 2026-09-30).

Kansas Secretary of State Form CP (January 23, 2026)

Not-for-profit Corporation paper filing:...........................$20

Official text (accessed 2026-09-30).