How to Reinstate an LLC in Kentucky

How reinstatement works in Kentucky

A Kentucky LLC that misses June 30 receives a mailed notice, and if it does not file within 60 days of that mailing, the Secretary of State issues a certificate of administrative dissolution. The LLC then appears as inactive and in bad standing. Kentucky sets no deadline for coming back: KRS 14A.7-030 allows reinstatement at any time, as long as the LLC has not started winding up and notifying creditors. The cost is a $100 reinstatement penalty plus $15 for each missed Annual Report. The step that most often delays reinstatement is tax clearance: the application needs a certificate from the Department of Revenue, and the Secretary of State also seeks a good-standing letter from the Office of Unemployment Insurance for profit companies. Unpaid LLET usually has to be resolved first. Once approved, reinstatement relates back to the dissolution date.

Steps to reinstate a Kentucky LLC

1. Reinstatement Application stating the LLC name and the effective date of dissolution
2. Statement that the grounds for dissolution did not exist or have been eliminated
3. Name that still meets Kentucky's name-availability rules (KRS 14A.3-010)
4. Certificate from the Kentucky Department of Revenue that all taxes owed are paid (the Secretary of State can request it, or the LLC can supply it)
5. Letter of good standing from the Office of Unemployment Insurance for profit companies, per the Secretary of State
6. Representation that the LLC has not begun winding up or notifying claimants
7. Payment of the $100 penalty and $15 for each delinquent Annual Report
8. Form to use: Reinstatement Application.
9. Generate the Reinstatement Application from the LLC's record in the Secretary of State's Organization Search, then mail or hand-deliver it with payment to the Filings Branch, 700 Capital Ave., Frankfort, KY 40601.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$100 reinstatement penalty plus the current $15 fee for each delinquent Annual Report. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Yes. KRS 14A.7-030 provides that reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the LLC continues as if the dissolution never occurred.
• Your LLC name: The name is not held; at reinstatement it must still be available and distinguishable under KRS 14A.3-010, or the LLC must change it.

The most common cause is a missed Annual Report. See the Kentucky Annual Report guide for deadlines so it does not happen again.

Reinstatement in Kentucky and nearby states

Mistakes that slow down a Kentucky reinstatement

• Applying before clearing LLET or other balances with the Department of Revenue, which blocks the required tax certificate.
• Paying only the $100 penalty without the $15 fee for every delinquent Annual Report.
• Taking winding-up steps such as notifying creditors, which bars reinstatement under KRS 14A.7-030.