Nonprofit Corporation Voluntary Dissolution Filing Requirements in Kentucky

At a glance

Requirements one by one

Counting approval

Under § 273.300, the ordinary member vote counts entitlement of members present or represented by proxy. For example, if those members can cast 90 votes, at least 60 affirmative votes are required even if fewer votes are actually cast. Section 273.203 sets the default member quorum at one-tenth of all votes entitled to be cast on the matter. Section 273.370 preserves greater requirements in the articles or bylaws, including for a member class.

Section 273.375 generally permits unanimous written director action unless the articles or bylaws provide otherwise. Keep each director’s signed consent with the corporate records. Section 273.377 requires every member entitled to vote on the matter to sign for member action without a meeting; deliver the consents for the corporate record.

Plan and articles

Section 273.307 permits a distribution plan and requires it for transfers for which the chapter demands one. With voting members, the board recommends the plan and member notice includes the plan or a summary. Its vote uses the same two-thirds represented-entitlement threshold; the no-voting-member route uses a majority of directors in office.

Section 273.313 requires a plan copy with the articles. A corporation with voting members supplies either votes for and against or undisputed affirmative votes plus a statement of sufficiency. If voting groups were required, provide separate data for each group. The Secretary immediately forwards an articles copy to the revenue secretary.

Section 273.252 incorporates the common filing requirements. Section 14A.2-020 permits execution by the board chair, president, another officer or authorized representative; an incorporator can execute before directors are selected, and a court-appointed fiduciary signs when the entity is in that fiduciary’s hands. This execution rule addresses filed documents, not internal approval.

Effective date

Section 14A.2-070 allows a specified delayed effective date no later than 90 days after filing. A delayed date without a time uses 5 p.m. prevailing time in Frankfort. Section 273.302 then preserves existence for winding up rather than immediately ending every corporate power.

What trips people up

• Authorization limits ordinary operations immediately. Section 273.300(3) directs the corporation to stop conducting affairs except winding up upon adoption of the resolution and immediately mail proposed-dissolution notice to known creditors. Section 273.313 permits articles after authorization; it does not require a certificate of completed liquidation.
• Memberless approval counts all directors in office. Section 273.300(2) uses that denominator for final authorization, while § 273.217 generally uses directors present at a quorum for ordinary board action.
• Reversal ends at filing. Section 273.310 permits reversal before articles are filed, with the stated notice and vote. Upon the reversal resolution the corporation may again conduct its affairs.
• Restricted assets have a specified destination. Section 273.303 separately addresses conditional return and assets limited to charitable, religious, educational or similar purposes; the latter go by plan to substantially similar nonprofit corporations, societies or organizations. The plan cannot override those boundaries.

Common questions

Does dissolution transfer ownership of corporate property?

No. Section 273.302(2)(a) preserves title.

Does the registered agent’s authority end?

No. Section 273.302(2)(f) expressly preserves it.

Statutes and sources

KRS § 273.300

273.300 Voluntary dissolution. A corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in KRS 273.161 to 273.390 for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy are entitled to cast. (2) If there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. (3) Upon the adoption of such resolution by the members, or by the board of directors if there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in KRS 273.161 to 273.390.

Official text (accessed 2026-09-30).

KRS § 273.302

273.302 Effect of dissolution. (1) A dissolved corporation shall continue its corporate existence but shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its properties in accordance with KRS 273.303; (c) Discharging or making provision for discharging its liabilities including, as appropriate, entering into agreements with creditors for the satisfaction thereof; and (d) Doing every other act necessary to wind up and liquidate its business and affairs. (2) Dissolution of a corporation shall not: (a) Transfer title to the corporation's property; (b) Subject its directors or officers to standards of conduct different from those prescribed in KRS 273.161 to 273.390; (c) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (d) Prevent commencement of a proceeding by or against the corporation in its corporate name; (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (f) Terminate the authority of the registered agent of the corporation; (g) Alter the obligations and responsibilities of the corporation as prescribed by applicable federal or state law with regard to the filing or examination of all federal and state tax returns or the payment, assessment, or collection of any federal or state tax due with respect to those returns; or (h) Abate or suspend KRS 273.187(2).

Official text (accessed 2026-09-30).

KRS § 273.303

273.303 Distribution of assets. The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor; (2) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; (3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign nonprofit corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in KRS 273.161 to 273.390; (4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; (5) Any remaining assets may be distributed to such nonprofit societies, organizations or domestic or foreign corporations, as may be specified in a plan of distribution adopted as provided in KRS 273.161 to 273.390.

Official text (accessed 2026-09-30).

KRS § 273.307

273.307 Plan of distribution. A plan providing for the distribution of assets, not inconsistent with the provisions of KRS 273.161 to 273.390, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which KRS 273.161 to 273.390 requires a plan of distribution, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in KRS 273.161 to 273.390 for the giving of notice of meetings of members. Such plan of distribution shall be adopted upon receiving at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy are entitled to cast. (2) If there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.

Official text (accessed 2026-09-30).

KRS § 273.310

273.310 Revocation of voluntary dissolution proceedings. A corporation may, at any time prior to the filing of articles of dissolution with the Secretary of State, revoke the action theretofore taken to dissolve the corporation, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one (1) of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in KRS 273.161 to 273.390 for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy are entitled to cast. (2) If there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. (3) Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs.

Official text (accessed 2026-09-30).

KRS § 273.313

273.313 Articles of dissolution. (1) At any time after dissolution is authorized and proceedings have not been revoked, articles of dissolution shall be delivered to the Secretary of State for filing and shall set forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) If there are members entitled to vote thereon: 1. The number of votes entitled to be cast on the proposal to dissolve; 2. Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval; and 3. If voting by voting groups was required, the information required by this paragraph shall be separately provided for each voting group entitled to vote separately on the plan to dissolve; (d) If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office; and (e) A copy of the plan of distribution as adopted by the corporation. (2) The Secretary of State shall immediately forward one (1) of the exact or conformed copies of the articles of dissolution to the secretary of revenue. (3) A corporation shall be dissolved upon the effective date of its articles of dissolution.

Official text (accessed 2026-09-30).

KRS § 273.197

273.197 Notice of members' meetings. Unless otherwise provided in the articles of incorporation or the bylaws, notice stating the place, day and hour of meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than thirty- five (35) days before the date of the meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting.

Official text (accessed 2026-09-30).

KRS § 273.203

273.203 Quorum. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth (1/10) of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by KRS 273.161 to 273.390, the articles of incorporation or the bylaws.

Official text (accessed 2026-09-30).

KRS § 273.217

273.217 Quorum of directors: Prohibition on director voting by proxy. (1) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws. (2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously communicate with each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting. (3) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by KRS 273.161 to 273.390, the articles of incorporation or the bylaws. (4) Irrespective of whether or not the corporation has members, a director may not vote by proxy.

Official text (accessed 2026-09-30).

KRS § 273.370

273.370 Greater voting requirements. Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by KRS 273.161 to 273.390, the provisions of the articles of incorporation or bylaws shall control.

Official text (accessed 2026-09-30).

KRS § 273.375

273.375 Director action without meeting. (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by KRS 273.161 to 273.390 to be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. (2) Action taken under this section shall be effective when the last director signs the consent, unless the consent specifies a different effective date. (3) A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

Official text (accessed 2026-09-30).

KRS § 273.377

273.377 Member action without meeting. (1) Any action required by KRS 273.161 to 273.390 to be taken at a meeting of the members of a corporation, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. (2) The action taken under this section shall be evidenced by one (1) or more written consents describing the action taken, signed by the members taking the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (3) Action taken under this section shall be effective when consents representing the votes necessary to take the action under this section are delivered to the corporation, or upon delivery of the consents representing the necessary votes, as of a different date if specified in the consent. (4) Any member giving a consent may revoke the consent by a writing received by the corporation prior to the time that consents representing the votes required to take the action under this section have been delivered to the corporation but may not do so thereafter. (5) A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

Official text (accessed 2026-09-30).

KRS § 273.252

273.252 Filing requirements. Each document delivered by a domestic or foreign corporation to the Secretary of State for filing shall satisfy the requirements of KRS 14A.2-010 to 14A.2-150.

Official text (accessed 2026-09-30).

KRS § 273.368

273.368 Filing and recording fees. In respect of the following documents, the fees to be collected by the Secretary of State for filing, when required by this chapter, shall be: (1) Articles of incorporation, eight dollars ($8); (2) Articles of amendment, eight dollars ($8); (3) Restated articles of incorporation, eight dollars ($8); (4) Articles of merger or consolidation, eight dollars ($8); (5) Articles of dissolution, five dollars ($5); and (6) Any other statement or report of a foreign or domestic corporation, eight dollars ($8).

Official text (accessed 2026-09-30).

KRS § 14A.2-020

14A.2-020 Execution of documents delivered to Secretary of State for filing. (1) A document delivered to the Secretary of State for filing shall be executed as follows: (a) If delivered by or on behalf of a corporation or foreign corporation, by: 1. The chairman of its board of directors, by its president, or by another of its officers; 2. A duly authorized representative; or 3. If the directors have not been selected or the corporation has not been formed, by its incorporator; (b) If delivered by or on behalf of a limited liability company or foreign limited liability company, by: 1. A manager, if management of the limited liability company or foreign limited liability company is reserved to one (1) or more managers; 2. A member, if management of the limited liability company or foreign limited liability company is reserved to the members; 3. A duly authorized representative; or 4. If the limited liability company or foreign limited liability company has not been formed, by its organizer; (c) If delivered by or on behalf of a limited partnership or foreign limited partnership, by at least one (1) general partner; (d) If delivered by or on behalf of a business trust or foreign business trust, by at least one (1) trustee; (e) If delivered by or on behalf of a partnership, by at least two (2) partners; (f) If delivered by or on behalf of any other entity or foreign entity, by a person certifying the authority and capacity to execute and deliver the document; (g) If the entity or foreign entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary; or (h) If delivered by or on behalf of a limited cooperative association or foreign limited cooperative association, by: 1. The chairman of its board of directors, by its president, or by another of its officers; 2. A duly authorized representative; or 3. If the directors have not been selected or the association has not been formed, by its organizer. (2) This section relates exclusively to execution of documents delivered for filing to the Secretary of State, and shall not control as to the execution of other documents of an entity or foreign entity.

Official text (accessed 2026-09-30).

KRS § 14A.2-070

14A.2-070 Effective time and date of filing. (1) Except as provided in subsection (2) of this section and KRS 14A.2-090(3), a document delivered to the Secretary of State for filing shall be effective: (a) On the date and at the time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or (b) At the time specified in the document as its effective time on the date it is effective. (2) A document may specify a delayed effective time and date, and if it does so the document shall become effective at the time and date specified. If a delayed effective date but no time is specified, the document shall be effective as of 5 p.m. prevailing time in Frankfort, Kentucky, on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed; a document delivered for filing with a delayed effective date more than ninety (90) days after the date of filing will be effective on the ninetieth day thereafter. A document cannot have an effective time or date preceding the document's filing by the Secretary of State. (3) A document filed by the Secretary of State shall be effective regardless of a failure to file the document with the county clerk pursuant to KRS 14A.2-040.

Official text (accessed 2026-09-30).