How to dissolve a Kansas LLC
Data last updated: Apr 21, 2026The quick read on dissolving a Kansas LLC
$35 is roughly in line with the $46 national average. Kansas accepts the dissolution filing online or mail, with online approvals in about 1 business day. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.
Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Kansas filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.
Dissolution steps in Kansas
The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.
- Member vote to dissolve
Kansas's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
- File the Certificate of Cancellation (Form DS) with Kansas Secretary of State, Business Services Division
Filing fee is $35. Online filing is available through the state portal. Mail filings are accepted.
- Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
- Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.
How this plays out in Kansas
Start with the member vote. Under K.S.A. Section 17-76,116, the default is affirmative vote or written consent of members holding more than two-thirds of the then-current profit interests if the operating agreement is silent. This is lower than the unanimous default in most states, but your agreement may still override it. Document the vote in a written consent.
File the Certificate of Cancellation (Form DS) with the Secretary of State through the Kansas Business Center. Online filings cost $30 and typically process within 1 business day. Paper filings mailed to Topeka cost $35 and take about 7 business days. Kansas does not offer a paid expedited tier for dissolution, but online processing is already same- or next-business-day.
Close the state tax side separately. The Kansas Department of Revenue does not require a tax clearance certificate, but the LLC still needs to close sales, withholding, and any corporate income tax accounts via the Kansas Customer Service Center. Kansas's top C-corp rate is 6.5% (3.5% normal tax plus 3% surtax on income over $50,000), so LLCs that elected C-corp treatment owe that tax until a final return is filed. Close the federal side last with a final federal return marked "final," IRS Form 966 if taxed as a corporation, and a written EIN closure request.
What a clean Kansas dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most Kansas LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.
| Cost component | Amount | Notes |
|---|---|---|
| Base Secretary of State filing | $35 | Filed with Kansas Secretary of State, Business Services Division |
| Final federal return (DIY) | Free | Or $200 to $800 if a CPA prepares it |
| Foreign-LLC withdrawals (if any) | $10 to $125 per state | Each state where you qualified as foreign LLC |
How Kansas compares to other states
$35 is roughly in line with the $46 national average. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Kansas sits at #29 from cheapest to most expensive.
Filing path matters as much as the fee. Kansas's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Kansas does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.
Requirements at a glance
Common pitfalls
The most common Kansas pitfall is missing the biennial Information Report cycle. Kansas restructured reports from annual to biennial in 2025, so LLCs now file every other year by April 15. The cycle depends on formation year parity: LLCs formed in odd years report in odd years, and LLCs formed in even years report in even years. The fee is $90 online or $110 by paper. Miss the deadline plus the 3-month delinquency window, and the business forfeits and a $85 reinstatement penalty applies. File the Certificate of Cancellation before April 15 in your cycle year to avoid the Information Report entirely.
The second Kansas trap is the two-thirds member vote default. Most states default to unanimous consent under silent operating agreements; Kansas defaults to two-thirds. A minority member who opposes dissolution cannot block it under the Kansas default rule. That said, most negotiated operating agreements override both defaults, so pull the agreement before assuming the two-thirds rule applies.
What happens after the state accepts your filing
Once the Secretary of State accepts the Certificate of Cancellation, the LLC is cancelled under the Kansas Revised Limited Liability Company Act and the entity name is released. The Information Report obligation stops. Members should complete winding up, pay creditors, and distribute remaining assets. File the LLC's final federal return for the year of dissolution, close the EIN with the IRS, and close any DOR tax accounts separately. Creditor claims survive under K.S.A. Section 17-76,117 for up to three years against the LLC's remaining assets, so keep records accessible through that window.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Certificate of Cancellation (Form DS)
Filed with $35 fee at Kansas Secretary of State, Business Services Division. Form PDF.
- Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
- IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
- IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
- State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
- Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.
Filing agency
Kansas Secretary of State, Business Services Division
- Website
- sos.ks.gov/business/business.html
- Phone
- (785) 296-4564
- kssos@ks.gov
- Kansas Secretary of State, Memorial Hall, 1st Floor, 120 SW 10th Avenue, Topeka, KS 66612-1594
- Office
- Memorial Hall, 1st Floor, 120 SW 10th Avenue, Topeka, KS 66612
- Hours
- 8:00 AM to 5:00 PM Central, Monday to Friday
Frequently Asked Questions
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How much does it cost to dissolve a Kansas LLC?
The Certificate of Cancellation (Form DS) filing fee is $30 online through the Kansas Business Center, or $35 by mail to Topeka. Kansas does not offer a paid expedited tier for dissolution. If the biennial Information Report is unfiled and it is after April 15 in your cycle year, the $90 online ($110 paper) Information Report is also still owed before the LLC fully clears.
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How long does Kansas LLC dissolution take?
Online filings through the Kansas Business Center process within about 1 business day. Paper filings mailed to Topeka take about 7 business days. Kansas does not offer a paid expedited service for dissolution, so online is the fastest available path at effectively same-day or next-day.
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Do I need a tax clearance certificate in Kansas?
No. The Kansas Department of Revenue does not issue or require a tax clearance certificate before the Secretary of State will accept a Certificate of Cancellation. You still need to close sales, withholding, and any corporate income tax accounts via the Kansas Customer Service Center, but clearance is not a prerequisite to the $30 online filing.
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What vote is needed to dissolve a Kansas LLC?
Under K.S.A. Section 17-76,116, the default is affirmative vote or written consent of members holding more than two-thirds of the then-current profit interests if the operating agreement is silent. This is lower than the unanimous default in most states. Your agreement controls, so pull it and document the vote in a written consent. See the Kansas LLC formation page for more context.
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When is the biennial Information Report due?
Kansas Information Reports are due April 15 every two years. LLCs formed in odd-numbered years report in odd years; LLCs formed in even-numbered years report in even years. The fee is $90 online or $110 by paper. A 3-month delinquency window follows the April 15 deadline before forfeiture, which triggers a $85 reinstatement penalty on top of the report fee.
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What happens if I just stop filing in Kansas?
The LLC forfeits its status after the 3-month delinquency window past April 15 in its reporting year. A $85 reinstatement penalty plus the unpaid $90 Information Report is required to restore good standing, and the LLC cannot legally transact business while in forfeited status. Filing a $30 Certificate of Cancellation online is cheaper and cleaner than letting the LLC forfeit.
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Do I need to notify the IRS?
Yes. File a final federal return marked as the final return (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if taxed as a corporation), file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by writing to the IRS. The IRS close-a-business page covers the federal checklist.
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How long does LLC dissolution take in Kansas?
Online filings are processed in about 1 business day through the state portal. Mail filings take about 7 business days once received.
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Can I file the Certificate of Cancellation (Form DS) online?
Yes. Kansas accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
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What vote is required to dissolve a Kansas LLC?
Kansas's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
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Does dissolution close my federal tax obligations?
No. The Kansas Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
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Will my LLC name become available for someone else to use after dissolution?
In most cases yes. Kansas typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.
Related
Sources
- Filing fee: sos.ks.gov/forms/business_services/DS.pdf · verified April 21, 2026
Kansas Secretary of State Form DS Certificate of Cancellation for Limited Liability Company. Filing fee is $35 paper, $30 online. Authority: K.S.A. Section 17-76,116. - File online: www.kansas.gov/bess/flow/main?execution=e1s1 · verified April 21, 2026
Kansas Business Center online portal accepts LLC Certificate of Cancellation filings. Online filing fee is $30 with processing typically within 1 business day. - Tax clearance required: www.ksrevenue.gov/bustaxtypesch.html · verified April 21, 2026
Kansas Department of Revenue does not require a tax clearance certificate before the Secretary of State accepts a Certificate of Cancellation. The LLC must close sales tax, withholding, and corporate income tax accounts via the Kansas Customer Service Center. - Member vote standard: www.kslegislature.org/li/b2023_24/statute/017_000_0000_chapter/017_076… · verified April 21, 2026
K.S.A. Section 17-76,116 (Kansas Revised Limited Liability Company Act). LLC dissolves upon events specified in the operating agreement; default rule requires the affirmative vote or written consent of members holding more than two-thirds of the then-current profit interests. - Expedited: sos.ks.gov/business/business-filing-center.html · verified April 21, 2026
Kansas Secretary of State does not offer paid expedited processing for LLC Certificate of Cancellation. Online filings via the Business Center are the fastest option at same or next business day. - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist covers final federal returns and EIN account closure.