Thinking about closing your business? If you’ve decided to shut down your Kentucky LLC, you’ll need to formally dissolve the company with the state.
But dissolving an LLC involves more than just locking the doors—you must complete specific legal steps to avoid future tax bills, fees, or legal problems.
In this guide, we’ll walk you through how to dissolve an LLC in Kentucky, including required filings, timelines, and tips for a smooth exit.
Why Properly Dissolving Your LLC Matters
Failing to formally dissolve your LLC can lead to:
- Continued annual report requirements
- Accrued taxes and penalties
- Loss of limited liability protection
- Legal complications with creditors
By officially closing your LLC, you protect your personal assets and avoid unnecessary costs.
Step-by-Step: How to Dissolve an LLC in Kentucky
Step 1: Vote to Dissolve the LLC
Follow the rules in your Operating Agreement for voting on dissolution.
- Most agreements require a majority vote of members.
- Record the decision in meeting minutes or a written resolution.
If you don’t have an operating agreement, follow Kentucky’s default LLC laws (KRS Chapter 275).
Step 2: File Articles of Dissolution with the Kentucky Secretary of State
To officially dissolve your LLC, submit the following form:
- Form: Articles of Dissolution (Limited Liability Company)
- Fee: $40 (as of 2025)
- Submission: Online, by mail, or in person
Mailing Address:
mathematicaCopyEditOffice of the Secretary of State
P.O. Box 718
Frankfort, KY 40602-0718
Online Filing Portal: https://web.sos.ky.gov
You’ll need to provide:
- LLC name
- Date of dissolution vote
- Statement that all members agreed (if required)
- Signature of authorized member or manager
Step 3: Notify the IRS and Close Your EIN
- Notify the IRS that your business is closing using Form 966 (optional)
- File a final federal tax return for the LLC
- Indicate that this is your final return
- Cancel your EIN (Employer Identification Number) by mailing a letter to the IRS
Even if your LLC had no income, you still need to file a final return if you had an EIN.
Step 4: File Final Kentucky State Tax Returns
- File your final Kentucky Limited Liability Entity Tax (LLET) return with the Department of Revenue
- Pay any outstanding taxes or fees
- Close your Kentucky sales tax and withholding accounts, if applicable
Visit: https://revenue.ky.gov
Step 5: Notify Creditors and Settle Debts
Under Kentucky law, you should notify all known creditors that your LLC is dissolving.
- Pay off remaining debts and liabilities
- Cancel business licenses and permits
- Notify banks, vendors, and clients
Step 6: Distribute Remaining Assets
Once debts are settled, distribute the remaining LLC assets to the members according to the:
- Operating Agreement or
- Ownership percentages
Make sure to document distributions properly for tax and legal purposes.
Optional: Withdraw from Other States
If your Kentucky LLC was registered to do business in other states, file a Certificate of Withdrawal in each of those states to end your obligations there.
How Long Does It Take to Dissolve an LLC in Kentucky?
- Online filings: Typically processed within 1–2 business days
- Mail filings: May take 5–10 business days
- You’ll receive a confirmation certificate once dissolution is complete
Final Thoughts
Dissolving your Kentucky LLC requires more than just shutting down operations—it’s a legal process that ensures you’re no longer liable for taxes, fees, or lawsuits.
By following the steps above, you’ll formally dissolve your LLC and close your business responsibly and legally.
