If you have decided to dissolve your Limited Liability Company (LLC) in Kentucky, it's important to follow the appropriate legal procedures. Dissolving an LLC requires several steps and filings. This article will guide you through the process, ensuring a smooth termination.
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Understanding the Basics
Before moving forward, it's essential to make sure that dissolving the LLC is the right decision. Take into account all circumstances and consider alternatives with the help of legal advice if necessary. If dissolution is still the best course of action, you can proceed by following the steps below.
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Step 1: Comply with Operating Agreement
Check your LLC's operating agreement, as it may outline specific requirements and procedures for dissolution. Following the guidelines specified in the operating agreement will ensure compliance and streamline the process.
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Step 2: Unanimous Written Consent
Obtain a unanimous written consent agreement from all LLC members consenting to the dissolution. This document should include the date of consent and the signatures of each member. Keep a copy for your records, as this consent will be necessary for future filings.
Step 3: Inform the Secretary of State
To officially dissolve an LLC in Kentucky, you must complete and file the Articles of Dissolution with the Kentucky Secretary of State.
It can be done in two ways:
a) Online Filing
- Visit the Kentucky Secretary of State's website and access the Business Filings and Trademarks section.
- Locate the dissolution filing form and carefully provide all requested information.
- Pay the required filing fee using a major credit card.
- Submit the completed form electronically, and keep the confirmation of submission for your records.
b) Paper Filing
- Download the Articles of Dissolution form from the Kentucky Secretary of State's website.
- Fill out the form diligently and ensure all required information is provided accurately.
- Print two copies of the completed form.
- Clearly write a check for the filing fee, payable to the "Kentucky State Treasurer."
- Place the two copies of the form and the filing fee check in an envelope and mail them to the Kentucky Secretary of State at the provided address.
It is important to note that as of August 25, 2021, the filing fee for dissolving an LLC in Kentucky is $40 for online filing and $50 for paper filing.
Step 4: Clear Tax Responsibilities
Inform the Kentucky Department of Revenue that your LLC is dissolving. File the appropriate tax documents and pay any outstanding state taxes. Additionally, inform the Internal Revenue Service (IRS) about the dissolution for federal tax purposes.
Step 5: Asset Distribution and Debt Resolution
Distribute any remaining assets to LLC members according to the operating agreement or by other means agreed upon within the company. However, make sure to resolve any outstanding debts or liabilities of the LLC before finding dissolution. This includes accounts payable, loans, and any other obligations.
Step 6: Office Closure and Employee Matters
Ensure that you appropriately address all necessary closure tasks. Cancel any licenses, permits, and contracts associated with the business. Inform suppliers, vendors, clients, and other relevant parties about the LLC's dissolution. Notify employees about their final payroll, benefits, and termination paperwork.
Step 7: Inform Affected Parties
Send written notice of the LLC's dissolution to any creditors or claimants who haven't been fully paid or settled. Advertise the dissolution in a local newspaper to provide public notice for potential claims.
Final Thoughts
Dissolving an LLC in Kentucky is a structured process that involves multiple steps and filings. Adhering to the legal procedures is crucial for a smooth and legally-compliant dissolution. Ensure you seek professional assistance or legal counsel when needed to navigate the dissolution process accurately. Take note that this guide serves as an informational resource and is not legal advice.
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