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Form a Corporation in Kentucky.

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Choosing a Corporation Name

Your Kentucky corporation’s name must be distinguishable from any other business entity name registered or reserved with the Kentucky Secretary of State. The name must contain the word “Corporation,” “Incorporated,” “Company,” or “Limited,” or one of the abbreviations “Corp.,” “Inc.,” “Co.,” or “Ltd.”

It also is not allowed to include language that states or implies that the corporation is organized for a purpose other than that permitted by state law and its articles of incorporation.

An available corporate name can be reserved for 120 days for a $15 fee.

Articles of Incorporation

Kentucky requires that new corporations file articles of incorporation with the Commonwealth Secretary of State. The articles are delivered by one or more incorporators (only one is required), whose primary duties are to sign the articles and deliver the original and two copies of the articles to the state office. The incorporator does not need to be a director, officer, or shareholder of the corporation.

The articles must include the following information:

  • The name and address of each incorporator
  • The number of shares the corporation is authorized to issue
  • The address of the corporation’s principal office
  • The signature of the registered agent accepting appointment as such, or a separately signed consent document

The Commonwealth of Kentucky allows corporations to be formed for any lawful business activity. There is no need to state a business purpose in the articles.

Kentucky does not require a statement of par value for stocks. To create one class of common shares with equal rights and preferences, simply state the number of shares. Incorporators typically authorize 1,000 shares in order to pay the minimum filing fee of $50. If you want to create special classes of shares, you must list them, together with the rights and restrictions associated with each.

It’s also allowable to include other optional provisions into the articles of incorporation for those who want to formalize additional criteria, such as:

  • The names and addresses of the initial directors
  • The corporate purpose(s)
  • Regulating the powers of the corporation, its board, and shareholders
  • A par value for authorized shares or classes of shares
  • Personal liability of shareholders for corporate debts in certain situations
  • Limitation of director liability to the corporation or its shareholders in certain situations

After the corporation has been formed, one copy of the articles of incorporation must be filed in the county where the corporation has its registered office.

Registered Agent and Office

The articles of incorporation should also include the name and address of your corporation’s initial registered agent-the person appointed to receive official legal and administrative correspondence from the state on behalf of your corporation.

The registered agent must be either an individual who lives in Kentucky and whose business office is the same as the registered office, or a domestic corporation, LLC, or limited partnership with a business office that is the same as the registered office.

Bylaws

Corporations should keep a copy of their bylaws at their principal executive office, but they are not required to file those bylaws with the state. At the new corporation’s initial meeting, the incorporators or board of directors should adopt corporate bylaws and then keep them updated as time goes on. Bylaws are a critically important document describing the corporation’s basic managerial and legal operating principles regarding such issues as:

  • Shareholders’ and directors’ meetings
  • The authority, number, and tenure of directors in the board of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of directors and officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders

Officers of the new corporation can either be listed in the bylaws or elected by the board in compliance with those bylaws. The right to adopt, amend, or repeal bylaws is vested in the board, subject to the articles of incorporation and the stockholders.

Directors

If a board of directors has the authority to fix or change the number of directors, the board may increase or decrease by up to 30 percent the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than 30 percent the number of directors.

Corporate officers can either be listed in the bylaws or elected by the board in compliance with those bylaws. Officers may appoint other officers as needed for the operation of the corporation, in accordance with the bylaws. There must be one officer who is responsible for preparing and maintaining records of the proceedings of directors’ and shareholders’ meetings and for authenticating corporate records.

Multiple offices may be held by the same person unless the articles or bylaws state otherwise.

Requiment Reports

Kentucky corporations must file a report with the Kentucky Secretary of State’s office every year by the end of the anniversary month of incorporation. The annual report must include:

  • The corporation’s name
  • The state or country of its incorporation
  • The address of the corporation’s registered office and the name of its registered agent at that office
  • The address to which correspondence for corporate officers should be mailed
  • The names and addresses of the directors, president, and secretary

Taxes

Kentucky imposes a graduated corporate income tax, with rates that depend on corporate taxable income. Kentucky also imposes a license tax on capital employed in the business, with a minimum yearly license tax of $30.

Learn more about incorporating in Kentucky

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Gold

$149

+ $55 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

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everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Kentucky Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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