There are many reasons to dissolve a Kansas business. Maybe things have gone sour between you and your business partner and it’s time to go your separate ways. Maybe you want to avoid bankruptcy or you’re ready to retire. Whatever the reason, it’s important that you complete each step of the dissolution process. 

If not dissolved properly, your business still officially exists, and the state expects tax payments, annual reports, and other requirements of doing business in Kansas. You, the other members or owners, and the business itself could face fines and financial penalties for failure to satisfy the state’s requirements. This could even negatively impact future business ventures for you and the other members or owners. In this article, we’ll walk through how to dissolve a business in Kansas. 

If you’re in the beginning stages of starting a company in Kansas, we can help! With our Kansas limited liability company (LLC) formation service or corporation formation service, we streamline the filing process and help you keep your business in good standing. 

Before dissolving your Kansas business

When it comes time to start the dissolution process, you’ll need lots of information about your business. That’s why it’s critical that you establish a secure and thorough record of all of your business dealings as you go.  

Step 1: Establish a valuation of your Kansas business

A valuation of your business gives you a pulse on the company. It tells you where you are financially and what sort of outstanding obligations remain. When valuing a business, you need to take into account both assets and liabilities. Everything from inventory to accounts receivable to real estate must be factored into the valuation. Gather any documents related to your business operations, such as contracts with third parties and tax information. 

When you use our Worry-Free Compliance service, we keep your business documents organized on your personalized dashboard. This gives you access to what you need when you need it.  

If valuing your company seems a bit overwhelming, don’t hesitate to hire a professional. A valuation expert can help you value things and provide an accurate picture of the state of your company.

Step 2: Compile a full account of your Kansas business’s debts

Your business debts factor into the value of your company. Create a list of how much you owe and whom you owe it to. Remember, just because you’re closing up shop doesn’t mean your debts suddenly disappear. If your company doesn’t satisfy its financial obligations, you and the other members or owners could face personal liability. Again, if you need to pull in the professionals here, do it. 

Step 3: Identify Kansas’s official dissolution document

To officially dissolve a Kansas business, you must file a dissolution document with the Kansas Office of the Secretary of State Business Services Division. While some states refer to them as Articles of Dissolution, in Kansas the dissolution document is called a Certificate of Cancellation or Dissolution, depending on the entity type.

You may file online, in person, by fax, or by mail. Be sure to include the appropriate filing fee, or the office won’t accept the document.

To dissolve a Kansas LLC, you need to complete and submit a Certificate of Cancellation. The Secretary of State uses the term “cancellation” for LLCs, but it means the same thing as dissolution. The following information is required to complete the certificate:

  • Seven-digit business entity ID number (issued by the Kansas Secretary of State)
  • LLC name
  • Reason for cancellation 
  • Effective date of cancellation
  • Authorized signature

To dissolve a Kansas corporation, either for-profit or nonprofit, the Secretary of State has two different forms depending on whether your corporation has actually done any business. For corporations that have conducted business, you need to file a Certificate of Dissolution and include the following:

  • Seven-digit business entity ID number (issued by the Kansas Secretary of State)
  • Corporation name
  • Date dissolution was authorized
  • Name and mailing address of each corporate officer
  • Name and mailing address of the board of directors/governing body
  • Effective date of dissolution
  • Method of approval for dissolution
  • Authorized signature

For corporations without any business transactions, the Certificate of Dissolution Prior to Commencing Business form is much simpler and requires only the business ID number, name of the corporation, and authorized signature. 

Keep in mind that the information on file with the Secretary of State is available to the public and can be viewed online. 

Step 4: Follow instructions in your Kansas business’s operating document

Most businesses create an operating document that governs the internal functions of the company. For LLCs, this document is called an operating agreement, while corporations refer to it as their corporate bylaws. One critical component of this document is the dissolution instructions. Typically, to initiate a Kansas voluntary dissolution, the members (for LLCs) or shareholders (for corporations) have to approve the dissolution by voting. Check your business’s operating agreement for specific instructions on how to dissolve your company. If you never adopted one, you must follow Kansas law. 

Regardless of what the operating document says, you must still file the proper dissolution paperwork with the Secretary of State. 

We provide LLC operating agreement templates during the formation process. With our document, you can outline the rules and structure for your LLC and establish clear dissolution procedures. 

Step 5: Cancel your Kansas business’s permits, licenses, and registrations

When you started your business, it’s likely you applied for some combination of permits, licenses, registrations, or certificates so that you could actually conduct business. The federal, state, and local agencies who issue these permits and licenses will sometimes automatically renew them. It’s your responsibility to research and contact the issuing agency to cancel the business’s license, permit, registration, or certificate. 

Part of the dissolution process is “winding up” business affairs. This includes some of the following:

  • Notifying the IRS and the state of the dissolution
  • Filing final tax returns
  • Cancelling the business’s EIN
  • Closing bank accounts

The IRS has a helpful checklist for businesses closing. 

If your business has employees, make sure you’re following federal and state law regarding employee payments and other earned benefits after closing. This may be the time to hire a professional to guide you through your legal responsibilities as an employer. 

Step 7: File a Certificate of Dissolution or Certificate of Cancellation for your Kansas business

Once you’ve taken care of the previous six steps, it’s time to file your dissolution paperwork. Once the Secretary of State accepts your documents, your business exists only for the purpose of closing out any remaining business activities, such as distributing assets. You can no longer engage in business since your company is officially dissolved. 

Let us help guide you to dissolve your Kansas business today

There’s a lot more to dissolving a Kansas business than just filing paperwork. To make the dissolution process smooth, it’s important to have all your business information in a secure and organized place. Our Worry-Free Compliance service can help with that by keeping your business documents uploaded to a dashboard for you to easily access. 

The decision to dissolve your business may have been a tough one, but the process doesn’t have to be. Let us help you today. 

Dissolution FAQs

  • There are multiple steps to dissolving a business in Kansas. From valuing your company to paying off debts and taxes, each step must be completed carefully. To officially dissolve your Kansas business with the state, you need to file dissolution paperwork with the Kansas Secretary of State Business Services Division. The quickest way to do this online, but you can also file in person, by fax, or by mail. Make sure you include the correct filing fee or the office won’t accept the paperwork.

  • The costs vary based on any help you enlist in dissolving your Kansas LLC. For example, if you use a valuation expert, accountant, or attorney to help, you’ll incur more costs than if you dissolve the company yourself.

    You also have the filing fees associated with submitting the dissolution paperwork. These amounts can change from time to time, so it’s best to check for the most accurate filing fees.

  • This all depends on how long it takes you to go through each step of the dissolution process. To file your documents, the processing time varies based on the filing method. For example, online filers will receive a receipt via email within 30 minutes of successfully filing. The Secretary of State’s current workload may also impact the turnaround time to process your dissolution documents.

  • To dissolve a nonprofit organization in Kansas, you must file the appropriate dissolution paperwork with the Kansas Secretary of State Business Services Division. If your nonprofit conducted any business, file a Certificate of Dissolution. For nonprofits without any business transactions, you need to file a Certificate of Dissolution Prior to Commencing Business. This can be done online, in person, by fax, or by mail, and you must include the correct filing fee.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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