Kentucky Incorporation, LLC, and Not-for-Profit Information

Nickname:The Bluegrass State

Capital: Frankfort

Following please find a guide of state information with reference to the registration of a Kentucky Corporation, LLC and Not-For-Profit company. Please click on the tab to the corresponding Kentucky entity for which you would like additional information. You will find information on items such as company name, filing document, annual report and taxation requirements. Please contact us for more information or to place an order.

Company Name:

The name shall contain the word "corporation", "incorporated", “company” or "limited" or an abbreviation of one of such words, "Inc.", "Corp.", “Co.” or "Ltd.". Use of the words "Engineer" or "Survey" requires approval by the Kentucky Board of Licensure for Professional Engineers and Land Surveyors.

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.

Company names in Kentucky can be reserved for 120 days.

Formation Document:

The formation document required to file a corporation in Kentucky is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, mailing address of the principal office, shares, par value, registered agent name, street address of the registered office and the incorporators name and address.

Professional Corporations:

Kentucky law does allow for the formation of Professional Corporations (PC's).

Directors/Officers:

Corporations are managed by their Board of Directors. The minimum number of directors required in Kentucky is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

Bylaws:

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Annual Requirements:

All Kentucky corporations will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report fee is due June 30th and is payable online. The State sends notification via postcard annually in January. Failure to file the annual report may result in the company becoming inactive.

Assumed Name DBA:

Corporations can register an Assumed Name (DBA) with the Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Section 365 of the Kentucky Revised Statutes must be filed. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

Dissolution:

The law provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to the provisions of KRS 14A and KRS 27 1B.14 with the Kentucky Secretary of State if being dissolved by the initial director or incorporators. Articles of Dissolution pursuant to the provisions of KRS 14A and KRS 271B.14-030 with the Kentucky Secretary of State if being dissolved by the Board of Directors or Shareholders.

Taxation:

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Kentucky an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Kentucky Department of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Kentucky Department of Revenue at http://revenue.ky.gov.

Company Name:

The name shall contain, without abbreviation, the words "Limited Liability Company," "Limited Company," "LC," "Ltd.," "Co.," "LLC" or "L.L.C.".

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose than then stated in the Articles of Organization.

Company names in Kentucky can be reserved for 120 days.

Formation Document

The formation document required to file an LLC in Kentucky is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, mailing address of the initial principal office, registered agent name and address, name and address of incorporator, and whether the LLC will be managed by the Members or Managers.

Professional LLC's

Kentucky law does allow for the formation of Professional LLC’s (PLLC’s).

Members/Managers

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Kentucky is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

Operating Agreement

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

Annual Requirements

All Kentucky LLC's will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report fee is due June 30th and is payable online. The State sends notification via postcard annually in January. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

Assumed Name DBA

LLC's can register an Assumed Name (DBA) with the Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Section 365 of the Kentucky Revised Statutes must be filed. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".

Dissolution

The law provides a procedure for voluntarily dissolving a domestic LLC by filing an Articles of Dissolution pursuant to the provisions of KRS 14A and KRS 275.315 with the Kentucky Secretary of State if being dissolved by the initial director or incorporators.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Kentucky Department of Revenue at http://revenue.ky.gov.

Company Name:

The name shall contain the word "Association", "Church", "College", "Company", "Corporation", "Club", "Foundation", "Fund" "Incorporated", "Institute", "Society", "Union", "Syndicate", "Limited" or the abbreviation "Co.", "Corp.", "Inc." or "Ltd.", unless the corporation is formed for charitable or religious purposes, or for purposes for which the approval of the commissioner of social services or the public health and health planning council is required, or is a bar association.

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Certificate of Formation.

Company names in Kentucky can be reserved for 120 days.

Formation Document

The formation document required to file a Not-For-Profit corporation in Kentucky is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, mailing address of the initial principal office, purpose, the number of directors-name and addresses, the names and addresses of the incorporators and the registered agent name and address.

Directors/Officers

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Kentucky is 3 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

Bylaws

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Annual Requirements

Kentucky Not-for-profit corporations are not required to file Biennial Statements with the Department of State.

Assumed Name DBA

NFP Corporations can register an Assumed Name (DBA) with the Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Section 365 of the Kentucky Revised Statutes must be filed. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

Dissolution

The law provides a procedure for voluntarily dissolving a domestic NFP corporation by filing an Articles of Dissolution pursuant to the provisions of KRS 14A and KRS 273.313 with the Kentucky Secretary of State.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Kentucky Department of Revenue at http://revenue.ky.gov.