Form a Corporation in Kentucky.

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.

Requirement 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.