Incorporate a Business in Kentucky
CorpNet makes it fast and easy to incorporate a business in Kentucky. You can register your business online or have one of our experienced filing experts assist you.
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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.
5 Steps to Incorporate in Kentucky
Choose a Name for the Corporation
Search to make sure your company name is available. You can use the free CorpNet company name search. Your corporate name in Kentucky will have to include one of the suffixes, Corporation (or Corp.); Incorporated (or Inc.) and for limited liability companies, LLC. Kentucky has reserved the words: Bank, Trust, and Engineer/Engineering – these can be used in your name if you have the appropriate certificates and licensing, but otherwise are prohibited. Your corporate name cannot imply a service or business which conflicts with the purpose stated when you register.
Register Your Corporation
Register your corporation (or LLC) with the Secretary of State. CorpNet offers filings of the Articles of Incorporation (for corporate structures) and for LLCs, Articles of Organization.
Hold an Official Meeting
Hold the first official meeting for the corporation or LLC and adopt the Bylaws (corporations) or Operating Agreement (LLCs). This is a legal meeting and must be recorded as such. (See section below about officers and documentation.)
Apply for an EIN
Apply for a Federal Employer Identification Number (EIN) under the corporate name. In Kentucky, this will also serve as your State Tax Identification Number. You will also have to arrange for a bank account under this number for accounting purposes. Your financial institution will want a copy of the EIN as well as a certificate of registration from the Secretary of State.
Obtain Licenses and Permits
Obtain any specific licenses and permits required, either statewide or for the county in which you will do business. Some examples would be: Electrician’s license, trucking licenses and permits, Liquor license, etc.
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.
Common Form
- 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
Incorporation in Kentucky can be conducted through our services in order to make things easier and less overwhelming. Although some filings are not available online (such as the Corporate Name Reservation) they can be faxed or mailed.
We offer complete packages that let you to establish your corporation or LLC without missing important steps or documents. Our professionals will help you through the process and unlimited customer support is included in our services. This allows you to concentrate on managing your business rather than getting stuck in state-mandated paperwork.
