Notice Regarding Administrative Dissolution/Revocation:
File your amended 2012 annual report online by clicking here.
For a domestic business entity needing a reinstatement packet, click here.
For a foreign business entity needing to qualify, click here.
 |
Annual Reports |
 |
To assist the Secretary of State in providing the most accurate information to the public, corporations and companies conducting business in the Commonwealth of Kentucky are required by law to file annual reports with the Secretary of State.
All corporations (profit, non-profit & professional service), limited liability companies (profit, non-profit & professional service), limited partnerships, limited liability limited partnerships, and business trusts that are registered with the state, are required to file an annual report by June 30 of each year.
|
Filing An Annual Report |
|
All business entities required to file an annual report, receive an annual report postcard annually in January. Businesses have from January 1 through June 30 of that year to return the card to the Office of the Secretary of State.
Newly formed businesses filing an annual report for the first time shall:
- Submit the names and addresses of officers/directors/members/managers and/or trustees;
- Confirm the principal and registered office/agent;
- Sign and date the annual report; and
- Submit $15 payment.
Business entities that have previously filed an annual report with the Office of the Secretary of State shall:
- Confirm the names and addresses of officers/directors/members/managers and/or trustees. Make necessary changes on the annual report or on an attached sheet of paper or on the online system;
- Confirm the principal and registered office/agent. All changes to principal and/or registered office/agent cannot be made on the postcard;
- Sign and date the annual report; and
- Submit $15 payment.
Failure to file an annual report by June 30 will result in a status of bad standing.
|
Administrative Dissolution and Reinstatement |
|
Administrative dissolutions occur to domestic business entities that failed to file an annual report. This means that until the business entity reinstates, they are inactive and in bad standing according to the Office of the Secretary of State (SOS).
In order to reinstate, the business entity should:
1. Print the Reinstatement Application via the Organization Search page of the Office of the Secretary of State website.
2. After identifying the business entity, select the Reinstatement Package Button at the top of the page.
3. Mail or hand deliver the Reinstatement Application to the Office of the Secretary of State. The SOS will request, on the entities behalf, a letter of good standing from the Kentucky Department of Revenue and, in the case of profit companies, the Division of Unemployment Insurance. When both good standing letters are received, the SOS will process the reinstatement application.
In the event a business entity wishes for the SOS not to request letters of good standing, the entity must contact the agencies on their own and submit the good standing letters with the Reinstatement Application to be processed by the SOS.
1. A letter of good standing from the Kentucky Department of Revenue. You must obtain a letter of good standing from the Corporation Income and License Tax Branch of the Kentucky Department of Revenue. This letter will confirm that all taxes have been paid and that your company is eligible for reinstatement. You must provide a copy of this letter with your reinstatement information to our office.
Kentucky Department of Revenue
Corporate Income and License Tax Branch
501 High Street, Station 52
PO Box 181
Frankfort, KY 40602-0181
Phone: (502) 564-8139
Fax: (502) 564-0058
http://revenue.ky.gov/
2. This section only applies to profit corporations! It does not apply to non-profit corporations or LLCs. Profit corporations need a letter of good standing from the Kentucky Division of Unemployment Insurance. Effective July 1, 2008, pursuant to KRS 14A, profit corporations require a letter of good standing from the Kentucky Division of Unemployment Insurance. This letter will confirm that all employer contributions, interest, penalties, and service capacity upgrade fund assessments have been paid and that your company is eligible for reinstatement. You must provide a copy of this letter with your reinstatement information to our office.
Kentucky Division of Unemployment Insurance
275 East Main Street
Frankfort, KY 40621
Phone: (502) 564-6835
http://oet.ky.gov
3. Application for Reinstatement
4. Payment of delinquent filing fees
|
Revocation and Requalifying |
|
Revocations occur to foreign business entities that failed to file an annual report. The only option for foreign businesses to requalify is by filing an application for a Certificate of Authority.
|
Voluntary Dissolution |
|
Business entities are required by law to formally dissolve with the Commonwealth of Kentucky. In order to properly close a business entity, state law requires that Articles of Dissolution are filed for a domestic business entity or a Certificate of Withdrawl for a foreign business entity with the Office of the Secretary of State.
If you are dissolving a business, the Office of the Secretary of State recommends that you contact the following state and federal agencies to ensure that you have no other legal or financial obligations.*
- Internal Revenue Service
- Kentucky Department of Revenue
- Kentucky Department of Unemployment Insurance
- County Clerk's Office
- If licensed, confirm with licensing agency (A complete listing of state licensing agencies can be found at the Business Clearinghouse).
*This list has been compiled as a guide and is in no way a list of all required filing agencies. As always, the Office of the Secretary of State recommends all business entities seek the guidance of a professional when closing a business.
|