Incorporating in Kentucky falls under the Cabinet for Economic Development and the Kentucky Office of Secretary of State. The main office is located in the state capital of Frankfort. The various types of business structures available include Domestic Business Corporation, Nonprofit Organization, Professional Service Corporation, Foreign Corporation, Domestic Limited Liability Company, Foreign Limited Liability Company, and Limited Partnership.
Five basic steps to incorporate in Kentucky
The first thing that you should do is determine the availability of your name. This is typically the first step because you want to ensure that your name is available so that no duplication occurs when it comes to your entity or corporation. To accomplish this, you can use the free service provided by CorpNet company name search This search will check your name against all of the others that are on file with the Office of the Secretary of State.
Corporations, Limited Partnerships, Limited Liability Partnerships, and Limited Liability Companies are able to apply to reserve a business name for up to 120 days. This can be accomplished by filing an Application for Reservation or Renewal of Reserved Name (ARN) with the office of the Secretary of State. If you’re not ready to submit your official paperwork yet then a business name can be temporarily reserved until you have the opportunity to file for it officially.
All corporations, partnerships, limited liability companies, and businesses that will be conducting business under a name besides its official name have to file a Certificate of Assumed Name with the Secretary of State. A copy must also be filed with the county clerk.
Kentucky corporate names have to contain the words Incorporated, Corporation, Limited Liability Company, or one of their forms of abbreviation (LLC or Inc). The name cannot state or imply that the corporation is organized for a purpose or intention other than what is allowed by the Articles of Incorporation or act. If you wish to utilize the words “Survey” or “Engineer” then you must seek approval by the Kentucky Board of Licensure for Professional Engineers and Land Surveyors.
Once your name has been approved, you must then register your corporation with the Secretary of State. CorpNet offers filings of the Articles of Incorporation and for LLCs, Articles of Organization. You will also apply for a Kentucky Entity Identification Number (EIN), which is sometimes known as the Tax Identification Number. This is the legal reference number for your business, similar to the way that your social security number works. A bank account should be opened using this number as well.
When registering your business, you must use a physical address and not a P.O. Box. The registering agent has to be available during regular business hours in order to accept tax documents and other legal documents that pertain to the business.
Entity professional licenses are required for some corporations, LLCs, LLPs and LPs in certain professional categories. Certain businesses in Kentucky must acquire a license with their city or county after they become a corporation, LLC or partnership. A few of the professions and practices that require such licenses are: architects, agents, barbers, auctioneers, engineers, drivers, insurance, pharmacists, plumbers, lenders, real estate brokers and training facilities.
You should then hold an organizational meeting and adopt the Operating Agreement (LLCs) or the company’s Bylaws (Corporations). This is considered to be a legal meeting and should be recorded.
Lastly, it is important to obtain a local business license from the city or the county in which you will be doing business and to follow any rules or guidelines that particular entity has when it comes to setting up a business.
Foreign and Domestic Corporations
A corporation can consist of one single person in the state of Kentucky. A one person business is considered a valid form of a corporation and you don’t have to employ other workers in order to be considered a corporation.
A foreign corporation is a corporation that is registered in another State and does its business in Kentucky. Foreign corporations are still obligated to register in Kentucky and get a Kentucky Foreign Entity Number. A business license is also required in these instances as well. An Application for Certificate of Authority and two copies must be filed with the Secretary of State’s office. Along with this certificate, a certificate of existence must also be filed. Two file-stamped copies of the Articles of Incorporation will be sent back to you and one of these must be filed with your county clerk’s office.
Domestic corporations are those that are created in Kentucky. The registered agent has to hold a physical address in the state of Kentucky. To manage a domestic (established under the laws of the Commonwealth of Kentucky) corporation, the Articles of Incorporation must be either filed online or submitted in paper-based format. Two exact or photocopied versions must be filed with the Secretary of State’s office. One copy that is file-stamped must then be filed with the county clerk’s office in the county in which the corporation is registered.
Officers and documents
Corporations in Kentucky must have at least one director whose names and address appears in the Articles of Incorporation. The corporate officer titles are established by the bylaws or the Board of Directors. There must be at least one director. It is possible for one person to hold more than one title.
The registered agent has to be an individual resident of Kentucky, a Kentucky domestic non-corporation, a Kentucky domestic corporation, a Kentucky domestic limited liability company, a foreign limited liability company authorized to transact business in Kentucky, a foreign corporation, or a foreign non-corporation. An officer or the chairman of the board has to sign on behalf of the corporation if the registered agent is a corporation.
If correspondence from the Office of the Secretary of State is to be sent to a different address then a written request must be sent.
A report must be filed on an annual basis with the Kentucky Secretary of State. The report is not due during the first year. Thereafter, however, the report has to be filed before the end of the month in which the corporation was established.
The report must include the corporation’s name and the state and county of incorporation, the address of its registered office, the name of the registered agent in that office, the names and addresses of the directors, and the address in which correspondence should be mailed to.
Articles of incorporation Application – This is filed with the Division of Corporations, Business and Professional Licenses. It also requests a Kentucky Entity Identification Number. For foreign corporations, the filing is called: Application for Certificate of Authority.
Application for Name Reservation – This form can be filed online. It completes a name search for you and reserves a business name for up to 120 days.
Articles of Organization Application – This is used to file for a Domestic Limited Liability Company. The Foreign Limited Liability Companies use the Certificate of Authority (Foreign LLC).
Change of Registered Agent or Change of the Address of the Registered Office, or Both (RAC) – Any change has to be documented with the state and this form allows you to do so.
Articles of Dissolution of a Profit Corporation (IPD) – This is used to dissolve a corporation that was intended for profit. Other forms are used for those that are non-profit organizations.
File Annual Report – Used to file the necessary annual report required for a corporation, professional service corporation, or limited liability company.
Forming a corporation online
Although forming a corporation in Kentucky can seem overwhelming, many of the necessary forms can be filed online. Our services can assist you in this, making the task appear less daunting. We provide complete packages that can help you start your corporation or LLC without missing any important steps or documents. Mistakes can cost you a lot of time and money and should be avoided if at all possible.
You simply need to provide some preliminary information and determine which type of corporation fits your needs the best. CorpNet is on hand to help you initiate a corporation in Kentucky and one-year Registered Agent Services is customary in our packages. You will also find that unlimited customer support is included in our services as well.