How to Incorporate in Kentucky
Kentucky Secretary of State—Business Services
PO Box 718
700 Capitol Avenue – Suite 152
Frankfort, KY 40602-0718
Statutory Authority: Kentucky Business Corporation Act — Ky. Rev. Stat. § XXIII-271B (2013)
Kentucky Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
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 Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Kentucky:
1. Company name
2. Number of authorized shares
3. Registered agent name and address
4. Principal office mailing address
5. Name and mailing address of each incorporator
6. Effective date if other than date of filing
7. Signature, printed name and title of each incorporator
9. Registered agent’s printed name, title and signature
Kentucky Incorporation Fee Schedule
Reservation or Renewal of Reserved Name: $15.00
Articles of Incorporation: $40.00 plus a $10.00 minimum organization tax for 1,000 shares or less
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 corporate designator. In Kentucky the specific designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”
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 415.00. 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 corporation. Nevertheless, Kentucky permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. 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 Corporation
1. If business has not yet commenced or no shares have been issued, complete the “Articles of Dissolution of a For-Profit Corporation by Incorporators or Initial Directors.”
2. If business has already commenced and shares have been issued, complete the “Articles of Dissolution of a For-Profit Corporation by the Board of Directors or Shareholders.
3. Submit the appropriate document, along with three exact copies and the $40.00 filing fee, to the Kentucky Secretary of State.