How to Dissolve an LLC in Kentucky (2026)

To dissolve an LLC in Kentucky, file Articles of Dissolution with the Kentucky Secretary of State, for a $40 fee. No tax clearance and no newspaper publication are required, so the Secretary of State filing is quick. The Kentucky-specific thing to handle is the LLET, the Limited Liability Entity Tax, a separate Department of Revenue tax with a $175 minimum that's distinct from the $15 annual report. Closing cleanly means filing a final LLET return, which owners often forget because it's a different tax with a different agency.

Here's the full process and the Kentucky-specific specifics.

Kentucky LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure, Kentucky's default rule calls for a majority vote, and hold the required vote, then record it. The Articles of Dissolution must be signed by a member or manager and reference KRS 275.285. The effective date must be a date certain, the filing date or a delayed date up to 90 days out.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Document distributions properly for tax and legal purposes. Distributing assets ahead of creditors can create personal exposure.

Step 3: File your final LLET return (the step people miss)

This is the Kentucky-specific tax step. Kentucky imposes the Limited Liability Entity Tax (LLET) on LLCs, a tax administered by the Kentucky Department of Revenue with a $175 minimum, and it's entirely separate from the $15 annual report you file with the Secretary of State. When you close, you must file a final LLET return with the Department of Revenue, even if your LLC had no income, you still file if you had an EIN. Close your other Kentucky tax accounts (sales tax, withholding) as well, and file your final federal return. Kentucky doesn't require a tax-clearance certificate to dissolve, but the final LLET return is a real obligation that's easy to overlook precisely because it's a different tax from the annual report.

Step 4: File the Articles of Dissolution

File the Articles of Dissolution (Limited Liability Company) with the Secretary of State, $40, with a check payable to the "Kentucky State Treasurer." You can file online or mail the form to the Frankfort P.O. box; a file-stamped postcard is sent to the principal office address. Online filings typically process within 1–2 business days. No publication is required, and your LLC name becomes available immediately after dissolution.

Step 5: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The Kentucky wrinkle: two taxes, two agencies

Kentucky's defining feature is that an LLC has two separate state obligations handled by two different agencies, and the dissolution only addresses one of them. The $15 annual report goes to the Secretary of State. The LLET, the Limited Liability Entity Tax, goes to the Department of Revenue, and it carries a $175 minimum regardless of income. They're two filings, two agencies, two deadlines.

The trap is that filing the Articles of Dissolution with the Secretary of State closes out the annual-report side but does nothing about the LLET. Owners frequently dissolve with the Secretary of State, think they're finished, and then hear from the Department of Revenue because no final LLET return was filed. Even an LLC with no income owes the LLET filing (and potentially the $175 minimum) if it had an EIN and was active. So the clean Kentucky dissolution is both halves: file the final LLET return with the Department of Revenue and file the Articles of Dissolution with the Secretary of State. Doing only the Secretary of State filing is the Kentucky-specific version of the loose end described in can you just walk away from an LLC.

Frequently asked questions

How much does it cost to dissolve a Kentucky LLC?

The Articles of Dissolution cost $40, paid to the Kentucky State Treasurer. There's no tax-clearance fee. But remember the LLET: Kentucky's Limited Liability Entity Tax has a $175 minimum and is filed separately with the Department of Revenue, so closing cleanly may involve a final LLET return (and potentially that $175 minimum) on top of the $40 Secretary of State filing.

Do I need to file a final tax return to dissolve a Kentucky LLC?

Yes, including the LLET. Kentucky's Limited Liability Entity Tax is a separate Department of Revenue tax (with a $175 minimum) from the Secretary of State annual report, and you must file a final LLET return when you close, even if your LLC had no income, if you had an EIN. Filing the Articles of Dissolution with the Secretary of State doesn't address the LLET, so the final LLET return is a distinct, easy-to-forget step.

Do I need tax clearance or to publish a notice to dissolve a Kentucky LLC?

No to both. Kentucky doesn't require a tax-clearance certificate to dissolve an LLC, and there's no newspaper-publication requirement. You file your final returns (including the LLET) with the Department of Revenue and file the Articles of Dissolution with the Secretary of State, but there's no clearance certificate or publication step gating the dissolution.

This page covers the Kentucky specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, Tennessee and Indiana. Kentucky's official filing is at the Kentucky Secretary of State, and the LLET is handled by the Kentucky Department of Revenue.