Are you ready to stop doing business with your Kansas corporation, but you’re not sure how the official dissolution process works?
The state of Kansas requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Kansas corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Rocket Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- File the Certificate of Dissolution that corresponds with the current status of your corporation.
- Fulfill all tax obligations with the state of Kansas, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Certificate of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve a Kansas Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
In Kansas, there are several different forms that you may need to file to dissolve your corporation. That is why Kansas makes the process simpler by offering online filing through the Secretary of State’s Business Filing Center. Otherwise, you can file by mail or in person using either the For-Profit Corporation Dissolution by Stockholders’ Meeting or the For-Profit Corporation Dissolution by Written Consent form.
The For-Profit Corporation Dissolution by Stockholders’ Meeting requires:
- Business Entity ID Number
- Name of corporation
- Names and addresses of corporate officers
- Name and address of the board of directors
- Effective date of dissolution
- Signature of authorized officer
The For-Profit Corporation Dissolution by Written Consent will require the same information, plus the signatures of all shareholders with voting power.
If you’re filing by mail, you will need to include a check for $35 made payable to the “Secretary of State,” and then mail the form and payment to the following address:
Kansas Office of the Secretary of State
Memorial hall, 1st Floor
120 S.W. 10th Avenue
Topeka, KS 66612-1594
If you’re filing online, you will simply need to submit your information and provide payment of $30 by credit card or checking account. Online filing is processed immediately, while filing by mail or in person generally takes 2-3 business days.
How to Dissolve a Kansas Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
If your corporation has not conducted business or issued shares in Kansas, you will need to file the Certificate of Dissolution Prior to Commencing Business with the Secretary of State. Just like the other forms, this can be submitted online, in person, or by mail. In any case, the form is easy to fill out, as it requires very little information:
- Business Entity ID Number
- Name of corporation
- Affirmation of the following:
- Business has not commenced
- Shares have not been distributed
- All issued stocks have been surrendered and cancelled (if applicable)
- All rights and franches of the corporation are hereby surrendered
- Signatures of the majority of incorporators or directors
Filing by mail or in person requires a check for $35 made payable to the “Secretary of State,” while filing online requires payment of $30. If you are filing with physical documents, you will need to mail them or deliver them in person to the same address:
Kansas Office of the Secretary of State
Memorial hall, 1st Floor
120 S.W. 10th Avenue
Topeka, KS 66612-1594
Physical documents take 2-3 business days to process, while online filings process immediately.
What Else Do I Need to Know About Dissolving a Corporation in Kansas?
Once your voluntary dissolution is processed, you lose claim to your business name. This means that anyone can take your business name once your corporate dissolution has been processed by the Secretary of State. However, domestic corporations can still reinstate their dissolved corporation within 3 years of the dissolution and continue conducting business uninterrupted (provided their name has not been taken) by filing the Certificate of Revocation of Dissolution with the Secretary of State.
It is important to note that both foreign and domestic corporations can face administrative dissolution (also known as involuntary dissolution) for failing to file an annual report or pay the corresponding fee. However, you can reinstate your corporation at any time by filing a Kansas Corporate Certificate of Reinstatement. This requires payment of an $85 penalty fee (in addition to the $35 filing fee), and you must have submitted all delinquent annual reports and fees before your reinstatement can be processed.
Conclusion
It is relatively easy to dissolve a corporation in Kansas, and it is also easy to reinstate one that has been voluntarily dissolved. However, if your corporation was dissolved as a result of delinquent payments or annual reports, the process for reinstatement is more complicated and expensive.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a Kansas corporation!