How to Form an LLC in Kentucky
Kentucky Secretary of State—Business Services
PO Box 718
700 Capitol Avenue–Suite 152
Frankfort, KY 40602-0718
Statutory Authority: Kentucky Limited Liability Company Act — KY. Rev. Stat. § XXIII-275 (2013)
Kentucky LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Kentucky Secretary of State.
Kentucky Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Kentucky:
1. Company name
2. Registered agent name and address
3. Principal office mailing address
4. Management structure
5. Effective date f other than date of filing
6. Signature, printed name, and title of each organizer
8. Registered agent’s printed name and signature
Kentucky LLC Fee Schedule
Reservation or Renewal or Reserved Name: $$15.00
Articles of Organization: $40.00
Certificate of Authority: $90.00
Certified Copy: $10.00 plus $.50 per page after 5 pages
Annual Report: $15.00
Articles of Dissolution: $40.00
Your company name must end with a limited liability company designator. In Kentucky the specific limited liability company designators are: “Limited Liability Company” “Limited Company’ “LLC” “LC”. The word Limited may be abbreviated as “Ltd.” and the word Company may be abbreviated as “Co.”
Conduct an entity name search on the Kentucky Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing a “Reservation or Renewal of Reserved Name” and paying a name reservation fee of $15.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Kentucky requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Kentucky resident or active Kentucky business entity that has a Kentucky street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Kentucky resident and have a Kentucky street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Kentucky limited liability company. Nevertheless, Kentucky permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Report.
Registering as a Foreign Entity
1. Complete the “Certificate of Authority.”
2. Submit the completed document, along with the $90.00 filing fee, to the Kentucky Secretary of State.
Dissolving a Kentucky LLC
1. Complete the “Articles of Dissolution Limited Liability Company.”
2. Submit the appropriate document, one exact photocopy, and the $40.00 filing fee to the Kentucky Secretary of State.