Kansas Dissolution

Why do companies need to dissolve? –  Kansas requires business entities that operate within the state to file formal paperwork when they start. Likewise, your company will also have to go through a process so that the state will know that the business ceases all its activities and has no more obligations to file reports and pay taxes.

Who makes the decision to dissolve? – The first thing an LLC has to do is to conduct a meeting with all its members. During this meeting, the members will have to vote on the decision to dissolve. Meanwhile, a corporation has to have an approved resolution from the board of directors. The resolution will be subject to shareholders’ vote.

How long does it take to dissolve a business? – The whole process may take weeks to complete. It will depend on how long the company takes to accomplish all tasks. As for the processing of the documents, the Secretary of State normally takes 2-3 business days.

To dissolve a business in Kansas, your company will have to go through the process that the state has set.

1. File Articles of Dissolution with the state – If you choose to file online, you only have to go to the website of the Secretary of State and click on the Business Filing Center. There, you can file the cancellation or dissolution of your business. You will need basic information about the company, such as its name and the ID number it got from the Secretary of State. Companies that choose this will have to pay by credit card or checking account.

LLCs that choose to file by mail, fax, or in person will need to fill out the Limited Liability Company Certificate of Cancellation. Meanwhile, corporations can choose from three forms – Certificate of Dissolution Prior To Commencing Business, For-Profit Corporation Dissolution by Stockholders’ Meeting, and For-Profit Corporation Dissolution by Written Consent. Use the form that suits your company’s circumstances. You can download the form through the Secretary of State website.

2. Remove all liabilities and obligations – Your company has to proceed with the winding up tasks. These include the prosecution and defense against lawsuits, settling of business, disposal of properties, removing liabilities or creating provisions to pay for them, and distribution of all remaining assets.

3. Give notice to any claimants – Inform all known claimants about the company’s dissolution. Give them information as to where and until when they can submit their claims. You may also choose to publish in a newspaper to inform other unknown claimants. Furthermore, this publication may serve as evidence in case someone raises some concerns.

4. Tax clearance – Kansas does not require business entities to obtain tax clearance. However, it will not process the dissolution documents if your company has any delinquent reports. You have to submit the necessary annual reports and pay for the corresponding fees or penalties before the Secretary of State starts processing your dissolution.

5. Close all bank accounts, credit lines, permits, and licenses – After settling all liabilities, close all business bank accounts. Leaving these open makes you vulnerable to liabilities and obligations that may lead to legal issues. Additionally, you also have to cancel all business permits and licenses to avoid fiscal obligations.

Kansas Office of Secretary of State
Phone Number:
(785) 296-4564

Address:
Kansas Secretary of State
Memorial Hall, First Floor 120 S. W. 10th Ave.
Topeka, KS 66612-1594