Form an LLC in Kentucky.

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Your LLC’s Name

The name you chose for your new LLC must be readily told apart from the registered or reserved name of any other business entity on file with the Kentucky Secretary of State.

The LLC’s name must end with “Limited Liability Company” or “Limited Company,” or one of the abbreviations “L.C.,” “L.L.C.,” “LC,” or “LLC.” The word “Limited” may be abbreviated as “Ltd.” and the word “Company” may be abbreviated as “Co.”

You can, however, use a name that’s similar to another business’ name if the other entity gives written permission for you to use the name and applies to change its name to something else. You can also use the same name if a court establishes the applicant LLC’s right to use the name.

An available LLC name may be reserved for a $15 fee.

Articles of Organization

Before you can start conducting business, your Kentucky LLC must file articles of organization with the Business Filings Department of the Kentucky Secretary of State’s office. The articles must be signed by one or more members or managers, or by an organizer of the LLC, who does not have to be a member or manager of the LLC. In fact, any person or legal entity can form an LLC, and they do not have to be a member of the LLC to do so.

You will need to submit the signed original plus two copies for filing to the state secretary of state. After filing, you will need to submit a copy of the file-stamped articles to the county clerk of the county where your LLC’s registered office is located.

The articles must include:

  • The company name
  • The street (and mailing, if different) address of the LLC’s initial registered office
  • The name of its initial registered agent at the registered office
  • The LLC’s business purpose
  • Whether the LLC will be member-managed or manager-managed
  • If member-managed, the names and addresses of all members
  • If manager-managed, the names and addresses of all managers
  • The LLC’s principal place of business
  • The period of duration; if no dissolution date has been set, the LLC is considered perpetual
  • Any other provisions that the members decide to specify, so long as they are not inconsistent with state law

Your LLC is considered “organized” once the articles of organization and two copies are delivered to the secretary of state (along with the $40 filing fee) and found to be in compliance with state requirements.

Registered Agent and Office

All Kentucky LLCs must have a registered agent-the person or office designated to receive official state legal and administrative correspondence. A Kentucky LLC’s registered agent might be an individual state resident whose business office is the same as the registered office, or it may be a business entity that’s authorized to conduct business in Kentucky-again, whose business office is the same as the registered office.

An LLC’s registered office in Kentucky may be a place of its business, so long as it is located in the Bluegrass State.

Operating Agreement

The operating agreement is another very important document for an LLC. It can be amended or repealed as allowed by the agreement itself or applicable law. Having an operating agreement isn’t specifically required by the state, but it’s a key internal document that officially records and explains how the LLC will conduct its operations.

The operating agreement normally lists the LLC’s members, how much each has invested, how profits are to be divided, and how much weight each member has when voting. It may also lay out meeting requirements and similar considerations, but is not required to do so. The operating agreement may also include rules and concepts already laid out in state law, as well as containing restrictions or prohibitions on the power of members to adopt, amend, or repeal the agreement.

Unless otherwise stated in the articles of organization or the operating agreement, a unanimous vote of members is required to amend either the articles or the operating agreement.

Membership in the LLC

An LLC has to have at least one member; a member may be a natural person or a legal or business entity.

To become a member, an individual normally makes a contribution of some sort. Members’ contributions can be in cash, property, promissory notes, services previously or to be rendered, or some other binding obligation to contribute. Unless provided in a written operating agreement, a member has no right to withdraw from a Kentucky LLC. If the written operating agreement does not specify a time that a member may withdraw, that member may not withdraw without the consent of all other members remaining at the time. The withdrawn or resigned member is not necessarily released, however, from any liability-LLCs can pursue damages to the company that result from a member’s resignation.

In a member-managed LLC, transfers of LLC property may be transferred by a document signed by an authorized member on behalf of the LLC. In a manager-managed LLC, any authorized manager can execute such a transfer document on behalf of the LLC.

Ongoing Requirements

All Kentucky LLCs are required to file an annual report with the Kentucky Secretary of State on or before the anniversary of its organization. The report must be signed by an authorized manager, member, or agent, and it must include:

  • The LLC name and the state or country under which it was organized
  • The address of the LLC’s registered office
  • The name of the LLC’s registered agent at that office
  • The address of its principal office
  • The name and business address of each manager (if manager-managed), or each member (if the LLC is member-managed)

The first annual report must be delivered to the Secretary of State between January 1 and June 30 the year after the LLC is organized. Subsequent annual reports shall be delivered to the Secretary of State between January 1 and June 30 of the following calendar years.

Further, each Kentucky LLC is required to keep the following types of records open for inspection at its office:

  • A listing of all current and former member(s) and manager(s) and their addresses
  • A copy of the articles of organization, along with any amendments and related powers of attorney
  • A copy of all federal, state and local income tax returns for the past three years
  • Copies of all current and former operating agreements
  • The amount of cash on hand and a statement of the agreed-upon value of any other property or services contributed or to be contributed in the future by each member
  • Any events that would trigger the dissolution of the LLC
  • Other relevant information about the LLC’s operations

It’s also advisable for your LLC to keep minutes of the members’ or managers’ proceedings and committee meetings.


Unless otherwise stated in the articles of organization or the operating agreement, a Kentucky LLC is dissolved when any one of the following events occurs:

  • Event(s) or a time specified in the articles of organization or operating agreement that require dissolution
  • Expiration of the term of the LLC as set forth in the articles of organization
  • Written consent to dissolve of a majority in interest of the members (more than half of the members who own more than 50 percent of the then-current percentage or other interest in the LLC owned by all of the members)
  • Filing of a certificate of dissolution by the Kentucky Secretary of State
  • A court order is handed down requiring dissolution

Unless otherwise provided in the operating agreement, the written consent of a majority in interest of members is required to voluntarily dissolve the LLC.


An LLC offers tax advantages over a corporation, mostly because an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a “pass-through entity” for tax purposes, so LLC owners show business losses or profits on their personal tax returns, instead of the LLC being taxed as a separate entity and the members’ incomes from the LLC being taxed a second time at their individual level.

The LLC tax rate for Kentucky varies based on Kentucky taxable net income. However, Kentucky LLCs are subject to the state’s franchise tax on net capital accounts.

Learn more about forming an LLC 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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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Commonly Asked Questions For Starting a Kentucky LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
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-US Residents allowed to own a Corporation of 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 LLC 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 LLC?

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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