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How to Dissolve a Corporation in Kansas (Certificate of Dissolution, $35)

Updated September 4, 2026. Quick answer: a Kansas for-profit corporation dissolves by filing Certificate of Dissolution under Kan. Stat. Ann. §§ 17-6804 to 17-6805 for $35, and Kansas does not gate the filing on a tax clearance certificate.

The filing, and what Kansas calls it

Kansas’s General Corporation Code (patterned on Delaware’s) requires the board of directors to adopt a resolution to dissolve and call a stockholders’ meeting; if a majority of outstanding voting stock approves, or if all voting stockholders consent in writing without a board resolution, a Certificate of Dissolution is filed with the Secretary of State stating the corporation’s name, the date dissolution was authorized, the method of authorization, and the names/addresses of directors and officers (K.S.A. 17-6804). Nonstock corporations follow the same procedure through their governing body/members under K.S.A. 17-6805. The business must be in good standing (not forfeited) before the Certificate of Dissolution will be accepted.

The tax clearance question

Kansas does not gate the Certificate of Dissolution on a tax clearance certificate. Neither K.S.A. 17-6804/17-6805 nor the Secretary of State’s official Certificate of Dissolution (Form DS) instructions require a Kansas Department of Revenue tax clearance certificate as a condition of filing. KDOR’s own tax clearance program page describes the certificate as used for loans, contracts, business licenses, acquisitions, mergers, and similar purposes (dissolution is not listed as a triggering use), and explicitly distinguishes a State Tax Clearance from a Letter of Good Standing issued by the Secretary of State. (Not applicable to voluntary dissolution filing; general tax clearance program described at ksrevenue.gov) That does not erase the corporation’s final tax filings; it just means the Secretary of State’s office is not the one checking for them before accepting the paperwork.

Creditors and the claims window

Kansas makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 60-day claims-bar window. A dissolved corporation may (not must) give notice to claimants; if given, the notice must set a claim-submission deadline no earlier than 60 days from the notice date, after which non-presented claims are barred, and the notice must also be published for two consecutive weeks in a newspaper of general circulation and mailed to known claimants by certified/registered mail. Separately and regardless of notice, Kansas continues a dissolved corporation’s existence for 3 years (or longer if a court so orders) to wind up affairs, prosecute/defend suits, and pay claims. (Kan. Stat. Ann. §§ 17-6808a (notice to claimants; filing of claims), 17-6807 (3-year survival period))

What the filing costs

The Certificate of Dissolution carries a $35 filing fee. For a for-profit corporation, the paper Certificate of Dissolution fee is $35; filing online through the Secretary of State’s business filing system reduces the fee to $30. (A not-for-profit corporation’s Certificate of Dissolution fee is $20 either way.)

What this page does not answer

Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by Kansas’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.

This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.

This page covers a for-profit business corporation. If you are closing an LLC in Kansas instead, the filing, fee and statute are different: see dissolving an LLC in Kansas.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.

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