{"data":{"id":"us-ky/krs-362.1-122","jurisdiction":"us-ky","citation":"KRS 362.1-122","heading":"Administrative dissolution of a statement of qualification or statement of","body":"partnership authority.\n(1) The Secretary of State may commence a proceeding to administratively dissolve a\nstatement of qualification if:\n(a) The limited liability partnersh ip does not deliver its annual report with the\nSecretary of State on or before the due date;\n(b) The limited liability partnership is without a registered agent or registered\noffice in this Commonwealth for sixty (60) days or more; or\n(c) The limited liabi lity partnership does not notify the Secretary of State within\nsixty (60) days that its registered agent or registered office has been changed,\nthat its registered agent has resigned, or that its registered office has been\ndiscontinued.\n(2) If the Secretar y of State determines that one (1) or more grounds exist under\nsubsection (1) of this section for the administrative dissolution of a statement of\nqualification, then the Secretary of State shall serve the partnership with written\nnotice of the determinati on by mailing such notice by first class mail to the limited\nliability partnership at the street address of the partnership's chief executive office\nas set forth in the partnership's most recent annual report filed pursuant to KRS\n362.1-121 or, if none, th at set forth in the statement of partnership qualification\nfiled pursuant to KRS 14A.6-010 or the statement of foreign qualification filed by a\nforeign limited liability partnership pursuant to KRS 362.1-951.\n(3) If the limited liability partnership does n ot correct each ground for dissolution or\ndemonstrate to the reasonable satisfaction of the Secretary of State that each ground\ndetermined by the Secretary of State does not exist within sixty (60) days from the\ndate on which the notice was mailed, then th e Secretary of State shall\nadministratively dissolve the statement of qualification by signing a certificate of\ndissolution that recites the ground or grounds for dissolution and its effective date.\nThe Secretary of State shall file the original certificat e and serve a copy on the\nlimited liability partnership by mailing such certificate by first class mail to the\npartnership at its chief executive office address. The administrative dissolution of a\nstatement of qualification shall not terminate the authori ty of the registered agent of\nthe partnership.\n(4) The administrative dissolution of a statement of qualification affects only the\npartnership's status as a limited liability partnership and is not an event of\ndissolution of the partnership.\n(5) The partne rship whose statement of qualification has been administratively\ndissolved may apply to the Secretary of State for reinstatement of the statement at\nany time after the effective date of the dissolution by filing an application that:\n(a) Recites the name of  the partnership, identifies the statement that was\nadministratively dissolved and the effective date of that administrative\ndissolution;\n(b) States that the ground or grounds for dissolution either did not exist or have\nbeen eliminated;\n(c) States that th e name of the partnership satisfies the requirements of KRS\n14A.3-010; and\n(d) Is accompanied by the reinstatement penalty and the current fee for filing each\ndelinquent annual report.\n(6) If the Secretary of State determines that the application contains the information\nrequired by subsection (5) of this section and that the information provided therein\nis correct, then the Secretary of State shall cancel the certificate of administrative\ndissolution and prepare a certificate reciting the cancellation of t he administrative\ndissolution and the effective date thereof, file the original of the certificate, and\nserve a copy on the partnership by mailing the certificate by first class mail to the\npartnership at its chief executive office address. When the revoca tion of the\nadministrative dissolution is effective, it shall relate back to and take effect as of the\neffective date of the administrative dissolution, and the statement or statements\nshall be in full force and effect as if the administrative dissolution had never\noccurred.\n(7) If the Secretary of State denies a partnership's application for reinstatement of its\nstatement of qualification following administrative dissolution, then the Secretary of\nState shall serve the partnership with written notice that explains the reason or\nreasons for denial by mailing the notice by first class mail to the partnership at its\nchief executive office address. The partnership may appeal the denial of\nreinstatement to the Franklin Circuit Court within thirty (30) days after  the service\nof the notice of the denial transmitted to the partnership. The partnership may\nappeal by petitioning the court to set aside the administrative dissolution and\nattaching to the petition copies of the Secretary of State's certificate of\nadministrative dissolution, the partnership's application for reinstatement, and the\nSecretary of State's notice of denial. The court may summarily order the Secretary\nof State to reinstate the statement of qualification or may take any other action the\ncourt con siders appropriate. The court's final decision may be appealed as in any\nother civil proceedings.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=36779","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:57Z","sha256":"894f8f0787031a98da8b1473177961128bd2d6c53c718ee1cc6b0d4302c2ca0f","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.1-121","next":"us-ky/krs-362.1-123"},"notice":"GroundRules: Original legal text. Not legal advice."}