What happens if your Kentucky LLC misses its annual report, and how to reinstate it
Kentucky’s own word for it: “Administratively dissolved”. Time limit to get back: Any time (unless wound up). Tax clearance: Required (Department of Revenue certificate).
Checked against the Kentucky Secretary of State, September 2026.
- What Kentucky calls it
- “Administratively dissolved”
- Tax clearance
- Required(Department of Revenue certificate)
- Time limit to get back
- Any time (unless wound up)
How it unfolds in Kentucky
- MissedAnnual report
- Status“Administratively dissolved”
- The way backReinstatement Application (Secretary of State)
Kentucky Secretary of State
What does Kentucky call a company that missed its filings?
“administratively dissolved” (a certificate of dissolution is filed by the Secretary of State). Before dissolution, the SOS record shows the entity as “inactive” with “bad standing”; SOS describes dissolved entities as “inactive and in bad standing” until they reinstate.
What triggers it in Kentucky?
The Secretary of State may commence administrative dissolution if the entity (a) does not deliver its annual report by the due date (annual reports are due between January 1 and June 30 each year); (b) is without a registered office or registered agent in Kentucky for 60 days or more; (c) does not notify the Secretary of State within 60 days that its registered office or agent changed, the office was discontinued or the agent resigned; or (d) other reasons provided in KRS Chapter 14A or the entity’s organic law.
Before it happens
The Secretary of State advises the entity of its determination that grounds exist. If the entity does not, within 60 days from the date the notice was mailed, correct each ground or show it does not exist, the Secretary of State administratively dissolves the entity by signing and filing a certificate of dissolution and advises the entity.
How do you reinstate a Kentucky LLC?
Reinstatement Application, filed online through the SOS online services (FastTrack reinstatement search) or by mail/hand delivery to the Secretary of State. By statute it must recite the entity name and effective date of dissolution, state the grounds did not exist or have been eliminated, state the name satisfies KRS 14A.3-010, contain a Department of Revenue certificate that all taxes owed have been paid, and represent that the entity has taken no steps to wind up and liquidate and notify claimants; it must be accompanied by the reinstatement penalty and the current fee for each delinquent annual report.
Where to file
Kentucky Secretary of State (Business Filings), Frankfort
Missed filings and fees
Yes. The application must be accompanied by the reinstatement penalty and the current fee for filing each delinquent annual report, and must state the ground(s) for dissolution have been eliminated (e.g. a registered agent appointed). All state taxes must be certified paid by the Department of Revenue.
Is there a deadline to reinstate a Kentucky LLC?
No limit: an administratively dissolved entity may apply for reinstatement “at any time after the effective date of dissolution” - but reinstatement is prohibited if the entity has taken the action necessary to wind up and liquidate its business and affairs and notify claimants.
Do you need tax clearance in Kentucky?
Required
Yes. KRS 14A.7-030(1)(d) requires a certificate from the Department of Revenue that all taxes owed have been paid. In practice the SOS requests the Department of Revenue letter of good standing on the entity’s behalf (unless the entity obtains and submits it itself) and processes the application once the letter(s) arrive. A Division of Unemployment Insurance letter is additionally required for profit corporations (see corporationDifferences). The Department of Revenue says a letter of good standing for reinstatement purposes is obtained by contacting the Secretary of State’s office.
What happens to the company name meanwhile?
Not yet confirmed against the Kentucky Secretary of State — check with the office.
What changes once it is fixed?
The SOS cancels the certificate of dissolution and issues a certificate of existence. Reinstatement relates back to and takes effect as of the effective date of the administrative dissolution; the entity continues its business as if the dissolution had never occurred, and any agent’s liability is determined as if it never occurred. While dissolved, the entity continues to exist but may carry on only business necessary to wind up and liquidate.
What changes for corporations in Kentucky?
Same statute and procedure (KRS 14A.7; the old corporate admin-dissolution sections KRS 271B.14-200 to 14-230 were repealed in 2011). The one material difference: a business corporation’s reinstatement application must also contain a certificate from the Office of Unemployment Insurance that all employer contributions, interest, penalties and service capacity upgrade fund assessments have been paid (the SOS requests the Division of Unemployment Insurance letter for profit companies).
What should you file first?
Start with the tax clearance: where Kentucky requires one, the reinstatement has to include it or wait for it. Then file, with the missed filings and fees described above.
Tax clearance
Required (Department of Revenue certificate)
The filing
Reinstatement Application (Secretary of State)
Where it goes
Kentucky Secretary of State (Business Filings), Frankfort
What does Kentucky ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization (KRS 275) | At formation | N/A |
| Annual report | Annual Report (filed online with the Secretary of State or printed and returned by mail or in person) | Any time between January 1 and June 30 each year, for every entity doing business in Kentucky | Domestic entities that do not file by June 30 are administratively dissolved and are inactive and in bad standing until reinstated; foreign entities have their certificate of authority revoked |
| Change of registered agent or registered office | Statement of Change of Registered Agent and/or Registered Office Address (Form RAC) | Any time the entity changes its principal office, registered agent or registered office | N/A |
From the same Kentucky record as the Kentucky registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Kentucky deadline in your calendar with the compliance calendar, or see what Kentucky requires of your registered agent.
Which Kentucky laws govern it?
KRS 14A.7-010 (grounds), KRS 14A.7-020 (procedure and effect), KRS 14A.7-030 (reinstatement), KRS 14A.7-040 (appeal from denial of reinstatement to Franklin Circuit Court); KRS 275.285(6) (LLC dissolved upon SOS filing a certificate of dissolution under KRS 14A.7-020). KRS Chapter 14A applies to every entity (KRS 14A.1-020).
Sources, checked September 2026:
- Kentucky Legislative Research Commission— KRS 14A.7-010 to 14A.7-040; KRS 275.285
- Kentucky Secretary of State— KRS 14A.7-020; SOS Business Records FAQs; SOS Annual Reports page
- Kentucky Legislative Research Commission— KRS 14A.7-010; KRS 14A.6-010(3)
- Kentucky Legislative Research Commission— KRS 14A.7-020(1)-(2)
- Kentucky Secretary of State— SOS Annual Reports page; KRS 14A.7-030(1)
- Kentucky Secretary of State— KRS 14A.7-030(1)
- Kentucky Secretary of State; Kentucky Department of Revenue— KRS 14A.7-030(1)(d); SOS Annual Reports page; DOR Letters of Good Standing page
- Kentucky Legislative Research Commission— KRS 14A.7-030(1)(b),(d),(g)
- Kentucky Legislative Research Commission— KRS 14A.7-030(1), (4)
- Kentucky Legislative Research Commission— KRS 14A.7-030(2)-(3); KRS 14A.7-020(3)
- Kentucky Legislative Research Commission— KRS 14A.7-030(1)(f); KRS Chapter 271B listing (271B.14-200 to 14-230 repealed 2011)
Checked against the Kentucky Secretary of State and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Kentucky
Behind on a Kentucky filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Kentucky Secretary of State, and state fees are confirmed with you before anything is filed.