How to Reinstate an LLC in Kentucky: No Deadline, and a Door That Locks

Updated August 24, 2026. Quick answer: Kentucky sets no deadline for reinstating an administratively dissolved LLC. KRS 14A.7-030 lets an entity apply “at any time after the effective date of dissolution,” with no cut-off written anywhere in the section. The bill is a flat $100 reinstatement penalty plus $15 for every annual report you skipped, plus a Department of Revenue tax-clearance certificate. Once approved, the company is treated as if the dissolution never happened. The catch is not a clock: the LLC-specific dissolution and reinstatement rules that used to sit in KRS Chapter 275 were repealed in 2011 and rehoused in KRS Chapter 14A, the filing act that now governs every Kentucky entity type the same way. And Kentucky closes the door for good the moment a dissolved company actually finishes winding up and notifying creditors. Reinstatement stops being an option at all.

There is no deadline, and the statute is not where you think it is

The section that used to answer this question, KRS 275.295, is gone. It carried the title “Administrative dissolution: Reinstatement” in older editions of the Kentucky Revised Statutes, and readers still find it cited in old business guides. The Kentucky legislature’s own table of contents for Chapter 275 marks what happened to it:

Kentucky’s LLC chapter no longer contains the reinstatement section that most search results still cite. The Legislature’s own table of contents for KRS Chapter 275 carries the entry “.295 Repealed, 2011.” The procedure moved out of the LLC act entirely and into KRS Chapter 14A, the uniform filing act that now covers every business entity type in the state. (KRS Chapter 275 table of contents, read this session.)

Chapter 275 today covers formation, membership, and voluntary and judicial dissolution: KRS 275.285 is voluntary dissolution, 275.290 is judicial dissolution, 275.300 is winding up, but administrative dissolution and reinstatement is not among them anymore. What replaced 275.295 is not another LLC-specific section but a general-purpose chapter, KRS 14A, the Kentucky Business Entity Filing Act, created effective January 1, 2011 to run administrative dissolution and reinstatement the same way for corporations, LLCs, limited partnerships, and everything else the Secretary of State files. The ground that catches most LLCs is the first one on the list:

“If the entity does not deliver for filing its annual report with the Secretary of State by the due date thereof;”

KRS 14A.7-010(1)(a)

KRS 14A.7-020 gives a 60-day notice-and-cure window after the Secretary of State’s determination before the certificate of dissolution is actually signed. After that, KRS 14A.7-030 opens the door back with no stated deadline at all:

“An entity administratively dissolved under KRS 14A.7-020 or predecessor law may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution.”

KRS 14A.7-030(1)

Read the whole subchapter: grounds at 14A.7-010, procedure at 14A.7-020, reinstatement at 14A.7-030, and there is no equivalent of Ohio’s two-year window or Louisiana’s three-year one. Kentucky simply never closes the reinstatement window on its own; something else has to close it.

What it costs: $100, plus $15 for every year you missed

The reinstatement penalty is set in Kentucky’s fee schedule, not inside KRS 14A.7-030 itself, and it is a flat number rather than a formula tied to how long the company sat dissolved:

“Reinstatement penalty following administrative dissolution …………………$ 100”

KRS 14A.2-060(1)(j)

That same fee schedule sets the annual report fee that stacks on top of it for every year the company was dissolved and not filing:

“The Secretary of State shall collect a fee of fifteen dollars ($15) with respect to each annual report or amendment thereto.”

KRS 14A.2-060(2)(a)

• The $100 reinstatement penalty itself: filing the certificate of reinstatement has no separate fee of its own.
• $15 for every annual report that came due while the company was dissolved.
• A certificate from the Department of Revenue that all taxes owed have been paid, required before the Secretary of State will act on the application.
• For a business corporation only, a certificate from the Office of Unemployment Insurance. LLCs are not asked for this one; the statute limits it to corporations by its own terms.

That table is the statutory fee floor only. It does not include any delinquency penalty the Department of Revenue may separately assess on unpaid taxes behind the required tax-clearance certificate, and it does not include any charge the Secretary of State’s office may add for expedited processing. Neither figure was located in the sections read this session.

The name has its own rule, separate from the entity

KRS 14A.7-030(1)(c) requires the application to state that the company’s name “satisfies the requirements of KRS 14A.3-010”, Kentucky’s general name-distinguishability rule for every entity type it files, at the time you apply, not at the time you were dissolved. Nothing in the sections read reserves the name for a dissolved company while it sits inactive, and nothing sets a grace period before someone else becomes free to register it. That puts Kentucky closer to Illinois, where the name is simply tested at the moment of the application, than to states that hold a dissolved company’s name for a fixed number of years.

Kentucky’s own reinstatement page and current form for handling a name that is no longer available were not reachable in a usable form this session, so the practical mechanics of a forced rename, what form covers it, whether it can be filed alongside the reinstatement application itself, were not verified beyond what KRS 14A.7-030(1)(c) states in the abstract.

Practically, that means the risk in Kentucky sits on the name and not on the entity. The LLC itself can always come back, on any timeline, subject only to the winding-up bar described below. The name over the door, the domain that matches it, and any signage are a different question, and the statute gives no owner a promise about how long any of those stay available while the paperwork is pending.

That split matters because the two risks move on different tracks. An owner who is in no hurry to reinstate the entity itself, because nothing urgent depends on the company existing this month, can still lose the naming fight simply by being slow, since KRS 14A.7-030(1)(c) tests the name fresh every time an application is filed, not once at the moment of dissolution. Kentucky gives no advance warning that a competitor or a new filer has taken the name; the first notice an owner typically gets is the application itself coming back rejected on that ground.

Reinstatement relates back, with one absolute exception

When reinstatement is granted, it is retroactive to the day the company was dissolved, and the statute is specific about what that retroactivity covers:

“It shall relate back to and take effect as of the effective date of the administrative dissolution:”

KRS 14A.7-030(3)(a)

That much is what every state in this series shares in some form. What is unusual about Kentucky is subsection (4), and it is the sentence a reader who is thinking about waiting needs to read before deciding to wait:

“Notwithstanding any other provision to the contrary, any entity which was administratively dissolved and has taken the action necessary to wind up and liquidate its business and affairs and notify claimants shall be prohibited from reinstatement.”

KRS 14A.7-030(4)

Read plainly: Kentucky does not put a clock on reinstatement, but it does put a locked door on it. If the company has already gone through the formal steps of winding up its business and notifying claimants, the steps the statute expects a dissolved company to take, then reinstatement is prohibited outright, and the “no deadline” feature stops mattering. The trigger is what the company did, not how much time passed. An owner who assumed “no deadline” meant “always reversible” is reading only half the sentence.

What you actually file

KRS 14A.7-030(1) lists what the application has to contain, item by item:

• The application for reinstatement, reciting the entity’s name and the effective date of its administrative dissolution.
• A statement that the ground or grounds for dissolution no longer exist.
• A statement that the name satisfies KRS 14A.3-010.
• A Department of Revenue certificate that all taxes owed by the entity have been paid.
• A representation that the entity has taken no steps to wind up and liquidate its business and notify claimants, because if it has, KRS 14A.7-030(4) bars reinstatement outright.
• The $100 reinstatement penalty and the current fee for each delinquent annual report.

KRS 14A.7-030(2) requires the Secretary of State to act once the application is complete: cancel the certificate of dissolution and issue a certificate of existence. If the application is denied instead, the entity can appeal, though the sections read for this page did not go past the reinstatement mechanics into the appeal procedure in detail. None of this checklist changes based on how long the company sat dissolved: a company reinstating after six months and one reinstating after six years file the identical list, at the identical $100 penalty, so long as neither has finished winding up. If your Kentucky problem is that you want out rather than back in, that is the other direction entirely and it is covered on the Kentucky dissolution page.

What this page does not do

• It does not name the current reinstatement form number. The Kentucky Secretary of State’s own business-filing pages were not reachable in a form this session could parse; the $100 and $15 figures instead come straight from the fee statute, not the agency site.
• It does not cover the delinquency penalty the Department of Revenue may add to unpaid taxes behind the tax-clearance certificate KRS 14A.7-030(1)(d) requires. That penalty formula was not read this session.
• It does not walk through grounds (b) through (d) of KRS 14A.7-010, losing a registered agent or registered office for 60 days, beyond quoting the annual-report ground that catches most readers.
• It is not legal advice.

Related: what a Kentucky LLC costs to keep, how to dissolve a Kentucky LLC on purpose, and what happens when you stop filing annual reports. Other states in this series: Ohio, Illinois and North Carolina.

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.